exv4w31



 





EXHIBIT
4.31



 




PPL ENERGY SUPPLY, LLC,



Issuer




TO




THE BANK OF NEW YORK




Trustee



 




Subordinated Indenture




Dated as of                     



 















 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 
	PARTIES	 	 	1	 
	ARTICLE One Definitions and other Provisions of General Application	 	 	2	 
	 
	 	SECTION 101.	 	Definitions	 	 	2	 
	 
	 	 	 	Act	 	 	2	 
	 
	 	 	 	Affiliate	 	 	2	 
	 
	 	 	 	Authenticating Agent	 	 	2	 
	 
	 	 	 	Authorized Officer	 	 	3	 
	 
	 	 	 	Board of Directors	 	 	3	 
	 
	 	 	 	Board Resolution	 	 	3	 
	 
	 	 	 	Business Day	 	 	3	 
	 
	 	 	 	Commission	 	 	3	 
	 
	 	 	 	Company	 	 	3	 
	 
	 	 	 	Company Order or Company Request	 	 	3	 
	 
	 	 	 	Corporate Trust Office	 	 	3	 
	 
	 	 	 	corporation	 	 	3	 
	 
	 	 	 	Defaulted Interest	 	 	3	 
	 
	 	 	 	Discount Security	 	 	3	 
	 
	 	 	 	Dollar or $	 	 	4	 
	 
	 	 	 	Eligible Obligations	 	 	4	 
	 
	 	 	 	Event of Default	 	 	4	 
	 
	 	 	 	Exchange Act	 	 	4	 
	 
	 	 	 	Government Obligations	 	 	4	 
	 
	 	 	 	Holder	 	 	4	 
	 
	 	 	 	Indenture	 	 	4	 
	 
	 	 	 	interest	 	 	4	 
	 
	 	 	 	Interest Payment Date	 	 	5	 
	 
	 	 	 	Maturity	 	 	5	 
	 
	 	 	 	Notice of Default	 	 	5	 
	 
	 	 	 	Officer’s Certificate	 	 	5	 
	 
	 	 	 	Opinion of Counsel	 	 	5	 
	 
	 	 	 	Outstanding	 	 	5	 
	 
	 	 	 	Paying Agent	 	 	6	 
	 
	 	 	 	Periodic Offering	 	 	6	 
	 
	 	 	 	Person	 	 	7	 
	 
	 	 	 	Place of Payment	 	 	7	 
	 
	 	 	 	Predecessor Security	 	 	7	 
	 
	 	 	 	Redemption Date	 	 	7	 
	 
	 	 	 	Redemption Price	 	 	7	 
	 
	 	 	 	Regular Record Date	 	 	7	 
	 
	 	 	 	Required Currency	 	 	7	 
	 
	 	 	 	Responsible Officer	 	 	7	 
	 
	 	 	 	Securities	 	 	7	 
	 
	 	 	 	Securities Act	 	 	7	 






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	 	 	 	Security Register and Security Registrar	 	 	7	 
	 
	 	 	 	Senior Indebtedness	 	 	7	 
	 
	 	 	 	Special Record Date	 	 	8	 
	 
	 	 	 	Stated Interest Rate	 	 	8	 
	 
	 	 	 	Stated Maturity	 	 	8	 
	 
	 	 	 	Tranche	 	 	8	 
	 
	 	 	 	Trustee	 	 	8	 
	 
	 	 	 	Trust Indenture Act	 	 	8	 
	 
	 	 	 	United States	 	 	8	 
	 
	 	SECTION 102.	 	Compliance Certificates and Opinions	 	 	9	 
	 
	 	SECTION 103.	 	Form of Documents Delivered to Trustee	 	 	9	 
	 
	 	SECTION 104.	 	Acts of Holders	 	 	10	 
	 
	 	SECTION 105.	 	Notices, Etc. to Trustee or Company	 	 	12	 
	 
	 	SECTION 106.	 	Notice to Holders of Securities; Waiver	 	 	13	 
	 
	 	SECTION 107.	 	Conflict with Trust Indenture Act	 	 	14	 
	 
	 	SECTION 108.	 	Effect of Headings and Table of Contents	 	 	14	 
	 
	 	SECTION 109.	 	Successors and Assigns	 	 	14	 
	 
	 	SECTION 110.	 	Separability Clause	 	 	14	 
	 
	 	SECTION 111.	 	Benefits of Indenture	 	 	14	 
	 
	 	SECTION 112.	 	Governing Law	 	 	14	 
	 
	 	SECTION 113.	 	Legal Holidays	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Two Security Forms	 	 	15	 
	 
	 	SECTION 201.	 	Forms Generally	 	 	15	 
	 
	 	SECTION 202.	 	Form of Trustee’s Certificate of Authentication	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Three The Securities	 	 	16	 
	 
	 	SECTION 301.	 	Amount Unlimited; Issuable in Series	 	 	16	 
	 
	 	SECTION 302.	 	Denominations	 	 	19	 
	 
	 	SECTION 303.	 	Execution, Authentication, Delivery and Dating	 	 	19	 
	 
	 	SECTION 304.	 	Temporary Securities	 	 	22	 
	 
	 	SECTION 305.	 	Registration, Registration of Transfer and Exchange	 	 	23	 
	 
	 	SECTION 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	24	 
	 
	 	SECTION 307.	 	Payment of Interest; Interest Rights Preserved	 	 	25	 
	 
	 	SECTION 308.	 	Persons Deemed Owners	 	 	26	 
	 
	 	SECTION 309.	 	Cancellation	 	 	26	 
	 
	 	SECTION 310.	 	Computation of Interest	 	 	26	 
	 
	 	SECTION 311.	 	Payment to Be in Proper Currency	 	 	27	 
	 
	 	SECTION 312.	 	Extension of Interest Payment	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Four Redemption of Securities	 	 	27	 
	 
	 	SECTION 401.	 	Applicability of Article	 	 	27	 
	 
	 	SECTION 402.	 	Election to Redeem; Notice to Trustee	 	 	27	 
	 
	 	SECTION 403.	 	Selection of Securities to Be Redeemed	 	 	28	 
	 
	 	SECTION 404.	 	Notice of Redemption	 	 	28	 
	 
	 	SECTION 405.	 	Securities Payable on Redemption Date	 	 	29	 
	 
	 	SECTION 406.	 	Securities Redeemed in Part	 	 	30	 






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	ARTICLE Five Sinking Funds	 	 	30	 
	 
	 	SECTION 501.	 	Applicability of Article	 	 	30	 
	 
	 	SECTION 502.	 	Satisfaction of Sinking Fund Payments with Securities	 	 	30	 
	 
	 	SECTION 503.	 	Redemption of Securities for Sinking Fund	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Six Covenants	 	 	31	 
	 
	 	SECTION 601.	 	Payment of Principal, Premium and Interest	 	 	31	 
	 
	 	SECTION 602.	 	Maintenance of Office or Agency	 	 	32	 
	 
	 	SECTION 603.	 	Money for Securities Payments to Be Held in Trust	 	 	32	 
	 
	 	SECTION 604.	 	Existence as a Limited Liability Company	 	 	34	 
	 
	 	SECTION 605.	 	Annual Officer’s Certificate	 	 	34	 
	 
	 	SECTION 606.	 	Waiver of Certain Covenants	 	 	34	 
	 
	ARTICLE Seven Satisfaction and Discharge	 	 	35	 
	 
	 	SECTION 701.	 	Satisfaction and Discharge of Securities	 	 	35	 
	 
	 	SECTION 702.	 	Satisfaction and Discharge of Indenture	 	 	37	 
	 
	 	SECTION 703.	 	Application of Trust Money	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Eight Events of Default; Remedies	 	 	38	 
	 
	 	SECTION 801.	 	Events of Default	 	 	38	 
	 
	 	SECTION 802.	 	Acceleration of Maturity; Rescission and Annulment	 	 	40	 
	 
	 	SECTION 803.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	41	 
	 
	 	SECTION 804.	 	Trustee May File Proofs of Claim	 	 	41	 
	 
	 	SECTION 805.	 	Trustee May Enforce Claims Without Possession of Securities	 	 	42	 
	 
	 	SECTION 806.	 	Application of Money Collected	 	 	42	 
	 
	 	SECTION 807.	 	Limitation on Suits	 	 	43	 
	 
	 	SECTION 808.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	43	 
	 
	 	SECTION 809.	 	Restoration of Rights and Remedies	 	 	44	 
	 
	 	SECTION 810.	 	Rights and Remedies Cumulative	 	 	44	 
	 
	 	SECTION 811.	 	Delay or Omission Not Waiver	 	 	44	 
	 
	 	SECTION 812.	 	Control by Holders of Securities	 	 	44	 
	 
	 	SECTION 813.	 	Waiver of Past Defaults	 	 	45	 
	 
	 	SECTION 814.	 	Undertaking for Costs	 	 	45	 
	 
	 	SECTION 815.	 	Waiver of Usury, Stay or Extension Laws	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Nine The Trustee	 	 	46	 
	 
	 	SECTION 901.	 	Certain Duties and Responsibilities	 	 	46	 
	 
	 	SECTION 902.	 	Notice of Defaults	 	 	47	 
	 
	 	SECTION 903.	 	Certain Rights of Trustee	 	 	47	 
	 
	 	SECTION 904.	 	Not Responsible for Recitals or Issuance of Securities	 	 	48	 
	 
	 	SECTION 905.	 	May Hold Securities	 	 	48	 
	 
	 	SECTION 906.	 	Money Held in Trust	 	 	49	 
	 
	 	SECTION 907.	 	Compensation and Reimbursement	 	 	49	 
	 
	 	SECTION 908.	 	Disqualification; Conflicting Interests	 	 	49	 






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	 	SECTION 909.	 	Corporate Trustee Required; Eligibility	 	 	50	 
	 
	 	SECTION 910.	 	Resignation and Removal; Appointment of Successor	 	 	50	 
	 
	 	SECTION 911.	 	Acceptance of Appointment by Successor	 	 	52	 
	 
	 	SECTION 912.	 	Merger, Conversion, Consolidation or Succession to Business	 	 	53	 
	 
	 	SECTION 913.	 	Preferential Collection of Claims Against Company	 	 	53	 
	 
	 	SECTION 914.	 	Appointment of Authenticating Agent	 	 	53	 
	 
	 	SECTION 915.	 	Co-trustee and Separate Trustees	 	 	55	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Ten Holders’ Lists and Reports by Trustee and Company	 	 	56	 
	 
	 	SECTION 1001.	 	Lists of Holders	 	 	56	 
	 
	 	SECTION 1002.	 	Reports by Trustee and Company	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Eleven Consolidation, Merger, Conveyance, or Other Transfer	 	 	57	 
	 
	 	SECTION 1101.	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	57	 
	 
	 	SECTION 1102.	 	Successor Person Substituted	 	 	58	 
	 
	 	SECTION 1103.	 	Certain Transactions Not Limited	 	 	58	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Twelve Supplemental Indentures	 	 	58	 
	 
	 	SECTION 1201.	 	Supplemental Indentures Without Consent of Holders	 	 	58	 
	 
	 	SECTION 1202.	 	Supplemental Indentures With Consent of Holders	 	 	60	 
	 
	 	SECTION 1203.	 	Execution of Supplemental Indentures	 	 	62	 
	 
	 	SECTION 1204.	 	Effect of Supplemental Indentures	 	 	62	 
	 
	 	SECTION 1205.	 	Conformity With Trust Indenture Act	 	 	62	 
	 
	 	SECTION 1206.	 	Reference in Securities to Supplemental Indentures	 	 	62	 
	 
	 	SECTION 1207.	 	Modification Without Supplemental Indenture	 	 	62	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Thirteen Meetings of Holders; Action Without Meeting	 	 	63	 
	 
	 	SECTION 1301.	 	Purposes for Which Meetings May Be Called	 	 	63	 
	 
	 	SECTION 1302.	 	Call, Notice and Place of Meetings	 	 	63	 
	 
	 	SECTION 1303.	 	Persons Entitled to Vote at Meetings	 	 	64	 
	 
	 	SECTION 1304.	 	Quorum; Action	 	 	64	 
	 
	 	SECTION 1305.	 	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	 	 	65	 
	 
	 	SECTION 1306.	 	Counting Votes and Recording Action of Meetings	 	 	66	 
	 
	 	SECTION 1307.	 	Action Without Meeting	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Fourteen Subordination of Securities	 	 	66	 
	 
	 	SECTION 1401.	 	Securities Subordinate to Senior Indebtedness of the Company	 	 	66	 
	 
	 	SECTION 1402.	 	Payment Over of Proceeds of Securities	 	 	67	 
	 
	 	SECTION 1403.	 	Disputes with Holders of Certain Senior Indebtedness of the Company	 	 	68	 
	 
	 	SECTION 1404.	 	Subrogation	 	 	69	 
	 
	 	SECTION 1405.	 	Obligation of the Company Unconditional	 	 	69	 
	 
	 	SECTION 1406.	 	Priority of Senior Indebtedness of the Company Upon Maturity	 	 	70	 






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	 	SECTION 1407.	 	Trustee as Holder of Senior Indebtedness of the Company	 	 	70	 
	 
	 	SECTION 1408.	 	Notice to Trustee to Effectuate Subordination	 	 	70	 
	 
	 	SECTION 1409.	 	Modification, Extension, etc. of Senior Indebtedness of the Company	 	 	71	 
	 
	 	SECTION 1410.	 	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company	 	 	71	 
	 
	 	SECTION 1411.	 	Paying Agents Other Than the Trustee	 	 	71	 
	 
	 	SECTION 1412.	 	Rights of Holders of Senior Indebtedness of the Company Not Impaired	 	 	72	 
	 
	 	SECTION 1413.	 	Effect of Subordination Provisions; Termination	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE Fifteen Immunity of Incorporators, Stockholders, Officers and Directors	 	 	72	 
	 
	 	SECTION 1501.	 	Liability Limited	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	Testimonium	 	 	85	 
	 
	 	 	 	 	 	 	 	 
	Signatures and Seals	 	 	85	 






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PPL ENERGY SUPPLY, LLC




Reconciliation and tie between Trust Indenture Act of 1939



and Indenture, dated as of                     




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§310
	 	(a)(1)	 	909
	 
	 	(a)(2)	 	909
	 
	 	(a)(3)	 	915
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(b)	 	908
	 
	 	 	 	910
	§311
	 	(a)	 	913
	 
	 	(b)	 	913
	 
	 	(c)	 	Not Applicable
	§312
	 	(a)	 	1001
	 
	 	(b)	 	1001
	 
	 	(c)	 	1001
	§313
	 	(a)	 	1002
	 
	 	(b)(1)	 	Not Applicable
	 
	 	(b)(2)	 	1002
	 
	 	(c)	 	1002
	 
	 	(d)	 	1002
	§314
	 	(a)	 	1002
	 
	 	(a)(4)	 	605
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	102
	 
	 	(c)(2)	 	102
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	§315
	 	(a)	 	901(a)
	 
	 	(b)	 	902
	 
	 	(c)	 	901(b)
	 
	 	(d)	 	901(c)
	 
	 	(d)(1)	 	901(a)(1), 901(c)(1)
	 
	 	(d)(2)	 	901(c)(2)
	 
	 	(d)(3)	 	901(c)(3)
	 
	 	(e)	 	814
	§316
	 	(a)	 	812
	 
	 	 	 	813
	 
	 	(a)(1)(A)	 	802
	 
	 	 	 	812
	 
	 	(a)(1)(B)	 	813
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	808






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	Trust Indenture Act Section	 	Indenture Section
	§317
	 	(a)(1)	 	803
	 
	 	(a)(2)	 	804
	 
	 	(b)	 	603
	§318
	 	(a)	 	107






-vii-









 





     SUBORDINATED INDENTURE, dated as of                     between PPL ENERGY SUPPLY, LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at Two North Ninth Street, Allentown, Pennsylvania 18109,
and The Bank of New York, a New York banking corporation, having its principal corporate trust
office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”).



RECITAL OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured subordinated debentures, notes or other evidences
of indebtedness (herein called the “Securities”), to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been performed.



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 or of series thereof (except as otherwise contemplated herein), 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 unless the
context otherwise requires:




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




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




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




     (d) any reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and




     (e) 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 Nine, are defined in that Article.



     “Act”, when used with respect to any Holder of a Security, has the meaning specified in
Section 104.



     “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 generally the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” means any Person or Persons authorized by the Trustee to act on behalf
of the Trustee to authenticate the Securities of one or more series.



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     “Authorized Officer” means the President, any Vice President, the Treasurer, or any other
Person duly authorized by the Company to act in respect of matters relating to this Indenture.



     “Board of Directors” means either the board of directors of the Company or any committee of
that board duly authorized to act in respect of matters relating to this Indenture.



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



     “Business Day”, when used with respect to a Place of Payment or any other particular location
specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies in such Place of Payment or
other location are generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 301.



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



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



     “Company Order” or “Company Request” mean, respectively, a written order or request, as the
case may be, signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date of execution
of this Indenture is located at 101 Barclay Street, New York, New York 10286.



     “corporation” means a corporation, association, company, joint stock company, limited
liability company or business trust; and references to “corporate” or other derivation of
“corporation” herein shall be deemed to include appropriate derivations of such entities.



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



     “Discount Security” means any Security which 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 802.



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     “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 the payment of public and private debts.



     “Eligible Obligations” means:




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




     (b) with respect to Securities denominated in a currency other than Dollars or
in a composite currency, such other obligations or instruments as shall be specified
with respect to such Securities, as contemplated by Section 301.



     “Event of Default” has the meaning specified in Section 801.



     “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time.



     “Government Obligations” means securities which are (a) (i) direct obligations of the United
States where the payment or payments thereunder are supported by the full faith and credit of the
United States or (ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United States or (b)
depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such Government Obligation or a specific payment of interest on or
principal of or other amount with respect to 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 or other amount with respect to
the Government Obligation evidenced by such depository receipt.



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



     “Indenture” means this instrument as originally executed and 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, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.



     “interest”, when used with respect to a Discount Security, means interest, if any, borne by
such Security at a Stated Interest Rate rather than interest calculated at any imputed rate.



-4-









 





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



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



     “Notice of Default” means a written notice of the kind specified in Section 801(c).



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



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company
or an Affiliate of the Company, or an employee of any thereof, and who shall be acceptable to the
Trustee.



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




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




     (b) Securities deemed to have been paid for all purposes of this Indenture in
accordance with Section 701 (whether or not the Company’s indebtedness in respect
thereof shall be satisfied and discharged for any other purpose); and




     (c) Securities which 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 it and the Company that
such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;



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




     (x) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor (unless the
Company, such Affiliate or such obligor owns all Securities Outstanding under
this Indenture, or all Outstanding Securities of each such series and each such
Tranche, as the case may be, determined without regard to this clause (x)) shall be
disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand,



-5-









 







authorization, direction, notice, consent or waiver or upon any such determination
as to the presence of a quorum, only Securities which the Trustee knows to be so
owned shall be so disregarded; provided, however, that Securities so owned which
have been pledged in good faith may be regarded as Outstanding if it is established
to the reasonable satisfaction of the Trustee that the pledgee, and not the Company,
or any such other obligor or Affiliate of either thereof, has the 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;




     (y) the principal amount of a Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 802; and




     (z) the principal amount of any Security which is denominated in a currency
other than Dollars or in a composite currency that shall be deemed to be Outstanding
for such purposes shall be the amount of Dollars which could have been purchased by
the principal amount (or, in the case of a Discount Security, the Dollar equivalent
on the date determined as set forth below of the amount determined as provided in
(y) above) of such currency or composite currency evidenced by such Security, in
each such case certified to the Trustee in an Officer’s Certificate, based (i) on
the average of the mean of the buying and selling spot rates quoted by three banks
which are members of the New York Clearing House Association selected by the Company
in effect at 11:00 A.M. (New York time) in The City of New York on the fifth
Business Day preceding any such determination or (ii) if on such fifth Business Day
it shall not be possible or practicable to obtain such quotations from such three
banks, on such other quotations or alternative methods of determination which shall
be as consistent as practicable with the method set forth in (i) above;


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




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



     “Periodic Offering” means an offering of Securities of a series from time to time any or all
of the specific terms of which Securities,
including without limitation the rate or rates of interest or formula for determining the rate
or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents from
time to time subsequent to the initial request for the authentication and delivery of such
Securities by the Trustee, as contemplated in Section 301 and clause (b) of Section 303.



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



     “Place of Payment”, when used with respect to the Securities of any series, or Tranche
thereof, means the place or places, specified as contemplated by Section 301, at which, subject to
Section 602, principal of and premium, if any, and interest, if any, on the Securities of such
series or Tranche are payable.



     “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 shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 301.



     “Required Currency” has the meaning specified in Section 311.



     “Responsible Officer”, when used with respect to the Trustee, means an officer of the Trustee
in the Corporate Trust Office, 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” has the meaning stated in the first recital of this Indenture and more
particularly means any securities authenticated and delivered under this Indenture.



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



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



     [“Senior Indebtedness”, when used with respect to the Company, means all of the Company’s
obligations, as the case may be, whether presently existing or from time to time hereafter
incurred, created, assumed or existing, to pay principal, premium, interest, penalties, fees and
any other payment in respect of any of the following: (a) indebtedness for borrowed money,
including, without limitation, such obligations as are evidenced by credit agreements, notes,
debentures, bonds and similar instruments; (b) obligations under synthetic leases, finances



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leases
and capitalized leases; (c) obligations of the Company for reimbursement under letters of credit,
banker’s acceptances, security purchase facilities or similar facilities issued for the account of
the Company; (d) any obligations of the Company with respect to derivative contracts, including but
not limited to commodity contracts, interest rate, commodity and currency swap agreements, forward
contracts and other similar agreements or arrangements designed to protect against fluctuations in
commodity prices, currency exchange or interest rates; and (e) all obligations of the types
referred to in clauses (a), (b), (c) and (d) above of others which the Company has assumed,
guaranteed or otherwise becomes liable for, under any agreement, unless, in the case of any
particular indebtedness or obligation, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness or obligation is not
superior in right of payment to or is pari passu with the Securities, as the case may be; provided
that trade obligations incurred in the ordinary course of business shall not be deemed to be Senior
Indebtedness.]




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



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



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



     “Tranche” means a group of Securities which (a) are of the same series and (b) have identical
terms except as to principal amount and/or date of issuance.



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



     “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939 as in force at
such time.



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



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SECTION 102. Compliance Certificates and Opinions.




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



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




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




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




     (c) a statement that, in the opinion of each such 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 covenant or condition 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.




     (a) Any Officer’s Certificate may be based (without further examination or investigation),
insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations
by, counsel, unless, in any case, such officer has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which such
Officer’s Certificate may be based as aforesaid are erroneous.



     Any Opinion of Counsel may be based (without further examination or investigation), insofar as
it relates to or is dependent upon factual matters, information with respect to which is in the
possession of the Company, upon a certificate of, or representations by, an officer or officers of
the Company, unless such counsel has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which his opinion may be based as aforesaid are
erroneous. In addition, any Opinion of Counsel may be based (without further examination or
investigation), insofar as it relates to or is dependent upon matters covered in an Opinion of
Counsel rendered by other counsel, upon such other Opinion of Counsel, unless such counsel has
actual knowledge that the Opinion of Counsel rendered by such other counsel with respect to the
matters upon which his Opinion of Counsel may be based as



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aforesaid are erroneous. If, in order to
render any Opinion of Counsel provided for herein, the signer thereof shall deem it necessary that
additional facts or matters be stated in any Officer’s Certificate provided for herein, then such
certificate may state all such additional facts or matters as the signer of such Opinion of Counsel
may request.




     (b) In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents. Where (i) any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, or (ii) two or more Persons are each required to make, give
or execute any such application, request, consent, certificate, statement, opinion or other
instrument, any such applications, requests, consents, certificates, statements, opinions or other
instruments may, but need not, be consolidated and form one instrument.



     (c) Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary
notwithstanding, if any such corrective document or instrument indicates that action has been taken
by or at the request of the Company which could not have been taken had the original document or
instrument not contained such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without limiting the
generality of the foregoing, any Securities issued under the authority of such defective document
or instrument shall nevertheless be the valid obligations of the Company
entitled to the benefits of this Indenture equally and ratably with all other Outstanding
Securities, except as aforesaid.



SECTION 104. Acts of Holders.




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



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is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 901) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section. The record of any meeting of Holders shall be proved in the manner provided in
Section 1306.




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



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



     (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other
Act of a Holder shall bind every future Holder of the same 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 or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



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



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



     (g) The Company may, at its option, by Company Order, fix in advance a record date for the
determination of Holders entitled to give any request, demand, authorization, direction, notice,
consent, waiver or other Act solicited by the Company, but the Company shall have no obligation to
do so; provided, however, that the Company may not fix a record date for the giving or making of
any notice, declaration, request or direction referred to in the next



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sentence. In addition, the
Trustee may, at its option, fix in advance a record date for the determination of Holders entitled
to join in the giving or making of any Notice of Default, any declaration of acceleration referred
to in Section 802, any request to institute proceedings referred to in Section 807 or any direction
referred to in Section 812. If any such record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act, or such notice, declaration, request or direction,
may be given before or after such record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of determining (i)
whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed
or consented to such Act (and for that purpose the Outstanding Securities shall be computed as of
the record date) and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e)
of this Section ); and any such Act, given as aforesaid, shall be effective whether or not the
Holders which authorized or agreed or consented to such Act remain Holders after such record date
and whether or not the Securities held by such Holders remain Outstanding after such record date.




SECTION 105. Notices, Etc. to Trustee or Company.




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


If to the Trustee, to:



The Bank of New York

101 Barclay Street

New York, New York 10286



Attention: Corporate Trust Administration

Telephone:

Telecopy:






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If to the Company, to:



PPL Energy Supply, LLC

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

Attention: Treasurer



Telephone:(610) 774-5987

Telecopy: (610) 774-5106



With a copy to:



PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101-1179

Attention: Treasurer



Telephone: (610) 774-5987

Telecopy: (610) 774-5106




     Any communication contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission,
telex or other direct written electronic means, on the date of transmission, and if transmitted by
registered mail, on the date of receipt.



SECTION 106. Notice to Holders of Securities; Waiver.




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



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



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



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SECTION 107. Conflict with Trust Indenture Act.




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



SECTION 108. Effect of Headings and Table of Contents.




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



SECTION 109. Successors and Assigns.




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



SECTION 110. Separability Clause.




     In case any provision in this Indenture or the Securities shall be held to 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 111. Benefits of Indenture.




     Nothing in this Indenture or the Securities, express or implied, shall give to any Person,
other than the parties hereto, their successors hereunder, the Holders and, so long as the notice
described in Section 1413 hereof has not been given, the holders of Senior Indebtedness, any
benefit or any legal or equitable right, remedy or claim under this Indenture.



SECTION 112. Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute), except to the extent that the Trust Indenture
Act shall be applicable.



SECTION 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities other than a provision in Securities of any
series, or any Tranche thereof, or in an indenture supplemental hereto, Board Resolution or
Officer’s Certificate which establishes the terms of the Securities of such series or Tranche,
which specifically states that such provision shall apply in lieu of this Section) payment of
interest or principal and premium, if any, need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment[, except



-14-









 




that if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case] with the same force and effect as if made on the Interest
Payment Date, Redemption Date, or Stated Maturity, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day.




ARTICLE TWO




Security Forms




SECTION 201. Forms Generally.




     The definitive Securities of each series shall be in substantially the form or forms thereof
established in the indenture supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer’s Certificate pursuant to such a supplemental indenture
or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form or
forms of Securities of any series are established in a Board Resolution or in an Officer’s
Certificate pursuant to a Board Resolution, such Board Resolution and Officer’s Certificate, if
any, shall be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Securities.



     Unless otherwise specified as contemplated by Section 301 or 1201(g), the Securities of each
series shall be issuable in registered form without coupons. The definitive Securities shall be
produced in such manner as shall be determined by the officers executing such Securities, as
evidenced by their execution thereof.



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




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




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


THE BANK OF NEW YORK, as Trustee



By:                                                     

      Authorized Signatory





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ARTICLE THREE




The Securities




SECTION 301. Amount Unlimited; Issuable in Series.




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



     The Securities may be issued in one or more series. Subject to the last paragraph of this
Section, prior to the authentication and delivery of Securities of any series there shall be
established by specification in or pursuant to a supplemental indenture or in a Board Resolution or
in or pursuant to an Officer’s Certificate (which need not comply with Section 102) pursuant to a
supplemental indenture or a Board Resolution or in a Company Order pursuant to a supplemental
indenture, a Board Resolution or any such Officer’s Certificate:




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




     (b) any limit upon the aggregate principal amount of the Securities of such
series which 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 such series pursuant to Section
304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered hereunder);




     (c) the Person or Persons (without specific identification) to whom any
interest on Securities of such series, or any Tranche thereof, 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;




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




     (e) the rate or rates at which the Securities of such series, or any Tranche
thereof, shall bear interest, if any (including the rate or rates at which overdue
principal shall bear interest after Maturity if different from the rate or rates at
which such Securities shall bear interest prior to Maturity, and, if applicable, the
rate or rates at which overdue premium or interest shall bear interest, if any), or
any formulary or other method or other means by which such rate or rates shall be
determined by reference to an index or other fact or event



-16-









 




ascertainable outside of
this Indenture or otherwise, the date or dates from which such interest shall
accrue; the Interest Payment Dates and the Regular Record Dates, if any, for the
interest payable on such Securities on any Interest Payment Date; the right of the
Company, if any, to extend the interest payment periods and the duration of any such
extension as contemplated by Section 312; and the basis of computation of interest,
if other than as provided in Section 310;




     (f) the place or places at which or methods (if other than as provided
elsewhere in this Indenture) by which (i) the principal of and premium, if any, and
interest, if any, on Securities of such series, or any Tranche thereof, shall be
payable, (ii) registration of transfer of Securities of such series, or any Tranche
thereof, may be effected, (iii) exchanges of Securities of such series, or any
Tranche thereof, may be effected and (iv) notices and demands to or upon the Company
in respect of the Securities of such series, or any Tranche thereof, and this
Indenture may be served; the Security Registrar and any Paying Agent or Agents for
such series or Tranche; and if such is the case, that the principal of such
Securities shall be payable without presentment or surrender thereof;



     (g) the period or periods within which, or the date or dates on which, the
price or prices at which and the terms and conditions upon which the Securities of
such series, or any Tranche thereof, may be redeemed, in whole or in part, at the
option of the Company and any restrictions on such redemptions;



     (h) the obligation or obligations, if any, of the Company to redeem or purchase
or repay the Securities of such series, or any Tranche thereof, pursuant to any
sinking fund or other mandatory redemption provisions or at the option of a Holder
thereof and the period or periods within which or the date or dates on which, the
price or prices at which and the terms and conditions upon which such Securities
shall be redeemed or purchased or repaid, in whole or in part, pursuant to such
obligation and applicable exceptions to the requirements of Section 404 in the case
of mandatory redemption or redemption or repayment at the option of the Holder;



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



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



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



-17-









 




Dollars) and the manner in which the equivalent of the principal amount thereof in
Dollars is to be determined for any purpose, including for the purpose of
determining the principal amount deemed to be Outstanding at any time;




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



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



     (n) if other than the entire principal amount thereof, the portion of the
principal amount of Securities of such series, or any Tranche thereof, which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 802;



     (o) any Events of Default, in addition to those specified in Section 801, or
any exceptions to those specified in Section 801, with respect to the Securities of
such series, and any covenants of the Company for the benefit of the Holders of the
Securities of such series, or any Tranche thereof, in addition to those set forth in
Article Six, or any exceptions to those set forth in Article Six;



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



     (q) the obligations or instruments, if any, which shall be considered to be
Eligible Obligations in respect of the Securities of such series, or any Tranche
thereof, denominated in a currency other than Dollars or in a composite currency,
and any provisions for satisfaction and discharge of Securities of any series, in
addition to those set forth in Section 701 and 702, or any exceptions to those
set forth in Section 701 and 702;



     (r) if the Securities of such series, or any Tranche thereof, are to be issued
in global form, (i) any limitations on the rights of the Holder or Holders of such
Securities to transfer or exchange the same or to obtain the registration of
transfer thereof, (ii) any limitations on the rights of the Holder or Holders
thereof to obtain certificates therefor in definitive form in lieu of global form
and (iii) any other matters incidental to such Securities;



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     (s) if the Securities of such series, or any Tranche thereof, are to be
issuable as bearer securities, any and all matters incidental thereto which are not
specifically addressed in a supplemental indenture as contemplated by clause (g) of
Section 1201;




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




     (u) any exceptions to Section 113, or variation in the definition of Business
Day, with respect to the Securities of such series, or any Tranche thereof;




     (v) any other terms of the Securities of such series, or any Tranche thereof.



     With respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution which establishes such series, or the Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may
provide general terms or parameters for Securities of such series and provide either that the
specific terms of Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its agents in accordance
with procedures specified in a Company Order as contemplated in clause (b) of Section 303.



     All Securities of any one series shall be substantially identical, except as to principal
amount and date of issue and except as may be set forth in the terms of such series as contemplated
above. The Securities of each series shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article Fourteen.



     Unless otherwise provided with respect to a series of Securities as contemplated in Section
301(b), the aggregate principal amount of a series of Securities may be increased and additional
Securities of such series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.



SECTION 302. Denominations.




     Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities of each series shall be issuable in
denominations of One Thousand Dollars ($1,000) and any integral multiple thereof.



SECTION 303. Execution, Authentication, Delivery and Dating.




     Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities or any Tranche thereof, the Securities shall be executed on behalf of the



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Company by an
Authorized Officer of the Company, and may have the corporate seal of the Company affixed thereto
or reproduced thereon attested by its Secretary, one of its Assistant Secretaries or any other
Authorized Officer. The signature of any or all of these officers on the Securities may be manual
or facsimile.




     A Security bearing the manual or facsimile signature of an individual who was at the time of
execution an Authorized Officer of the Company shall bind the Company, notwithstanding that any
such individual has ceased to be an Authorized Officer prior to the authentication and delivery of
the Security or did not hold such office at the date of such Security.



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




     (a) the instrument or instruments establishing the form or forms and terms of
the Securities of such series, as provided in Sections 201 and 301;




     (b) a Company Order requesting the authentication and delivery of such
Securities and, to the extent that the terms of such Securities shall not have been
established in an indenture supplemental hereto or in a Board Resolution, or in an
Officer’s Certificate pursuant to a supplemental indenture or Board Resolution, all
as contemplated by Sections 201 and 301, either (i) establishing such terms or (ii)
in the case of Securities of a series subject to a Periodic Offering, specifying
procedures, acceptable to the Trustee, by which such terms are to be established
(which procedures may provide, to the extent acceptable to the Trustee, for
authentication and delivery pursuant to oral or electronic instructions from the
Company or any agent or agents thereof, which oral instructions are to be promptly
confirmed electronically or in writing), in either case in accordance with the
instrument or instruments delivered pursuant to clause (a) above;




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




     (d) an Officer’s Certificate (i) which shall comply with the requirements of
Section 102 of this Indenture and (ii) which states that no Event of Default under
this Indenture has occurred or is occurring;




     (e) an Opinion of Counsel which shall comply with the requirements of Section
102 of this Indenture and that states that:




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



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




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


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





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




     (y) that such Securities, when (1) executed by the Company, (2) authenticated
and delivered by the Trustee in accordance with this Indenture, (3) issued and
delivered by the Company and (4) paid for, all as contemplated by and in accordance
with the aforesaid Company Order or Orders or specified procedures, as the case may
be, will have been duly issued under this Indenture and will constitute valid and
legally binding obligations of the Company, entitled to the benefits provided by the
Indenture, and enforceable in accordance with their terms, subject, as to
enforcement, to laws relating to or affecting generally the enforcement of
creditors’ rights, including, without limitation, bankruptcy and insolvency laws and
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



     With respect to Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Securities, the forms and
terms thereof and the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section,
as applicable, at or prior to the time of the first authentication of Securities of such series,
unless and until such opinion or other documents have been superseded or revoked or expire by their
terms. In connection with the authentication and delivery of Securities of a series,



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pursuant to a
Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions to
authenticate and deliver such Securities, do not violate any applicable law or any applicable rule,
regulation or order of any governmental agency or commission having jurisdiction over the Company.




     If the forms or terms of the Securities of any series have been established by or pursuant to
a Board Resolution or an Officer’s Certificate as permitted by Sections 201 or 301, the Trustee
shall not be required to authenticate such Securities if the issuance of such Securities pursuant
to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.



     Except as otherwise specified as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, each Security shall each be dated the date of its
authentication.



     Except as otherwise specified as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, no Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee
or its agent by manual signature of an authorized signatory thereof, 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 to the Company, or any Person acting on its behalf, but shall never have been issued and
sold by the Company, and the Company shall deliver such 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 Officer’s Certificate and an Opinion of Counsel) stating that
such Security has never been issued and 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 hereof.



SECTION 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, or any Tranche thereof, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which 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, with such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as
evidenced by their execution of such Securities; provided, however, that temporary Securities
need not recite specific redemption, sinking fund, conversion or exchange provisions.



     If temporary Securities of any series or Tranche are issued, the Company shall cause
definitive Securities of such series or Tranche to be prepared without unreasonable delay. After
the preparation of definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable for definitive Securities of such series or



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Tranche,
upon surrender of the temporary Securities of such series or Tranche at the office or agency of the
Company maintained pursuant to Section 602 in a Place of Payment for such series or Tranche,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series or Tranche, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor definitive Securities of the same series or Tranche, of authorized
denominations and of like tenor and aggregate principal amount.




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



SECTION 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept in one of the offices or agencies designated pursuant to
Section 602, with respect to the Securities of each series or any Tranche thereof, a register (all
registers being kept in accordance with this Section being collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities of such series or Tranche and the
registration of transfer thereof. The Company shall designate one Person to maintain the Security
Register for the Securities of each series, and such Person is referred to herein, with respect to
such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the
Company may designate one or more of its offices or an office of any Affiliate as an office in
which a register with respect to the Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself or any Affiliate as the Security
Registrar with respect to one or more of such series. The Security Register shall be open for
inspection by the Trustee and the Company at all reasonable times. In no case shall there be more
than one Security Register for a series of Securities.



     Except as otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, upon surrender for registration of transfer of any Security of
such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in
a Place of Payment for such series or Tranche, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series and Tranche, of authorized denominations and of like tenor and
aggregate principal amount.



     Except as otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, any Security of such series or Tranche may be exchanged at the
option of the Holder for one or more new Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities, which the Holder making the exchange is entitled to
receive.



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



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




     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed or shall be accompanied by 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.



     Unless otherwise specified as contemplated by Section 301, with respect to Securities of any
series, or any Tranche thereof, no service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 406 or 1206 not involving any
transfer.



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



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




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



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



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



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



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



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



SECTION 307. Payment of Interest; Interest Rights Preserved.




     Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, interest on any Security which 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.



     Subject to Section 312, any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the related Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:




     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a date (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 Security of such series
and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such  Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name
and at the expense of the Company, shall promptly cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of such series at
the address of such Holder 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



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Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date.




     (b) The Company may make payment of any Defaulted Interest on the Securities of
any series in any other lawful manner consistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.



     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.



SECTION 308. Persons Deemed Owners.




     Prior to due presentment of a 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 Security is
registered as the absolute owner of such Security for the purpose of receiving payment of principal
of and premium, if any, and (subject to Sections 305 and 307) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the
contrary.



SECTION 309. Cancellation.




     All Securities surrendered for payment, redemption, 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, if not theretofore canceled, shall be promptly canceled
by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever or which the Company shall not have issued and sold, and all Securities so delivered
shall be promptly canceled by the Trustee. 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. All canceled Securities held by the Trustee shall be disposed of in accordance
with the Trustee’s customary procedures, and the Trustee shall promptly deliver a certificate of
disposition to the Company unless, by a Company Order, the Company shall direct that canceled
Securities be returned to it.



SECTION 310. Computation of Interest.




     Except as otherwise specified as contemplated by Section 301 for Securities of any series, or
Tranche thereof, interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months, and with respect to any period less than a full
calendar month, on the basis of the actual number of days elapsed during such period.



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SECTION 311. Payment to Be in Proper Currency.




     In the case of any Security denominated in any currency other than Dollars or in a composite
currency (the “Required Currency”), except as otherwise specified with respect to such Security as
contemplated by Section 301, the obligation of the Company to make any payment of the principal
thereof, or the premium or interest thereon, shall not be discharged or satisfied by any tender by
the Company, or recovery by the Trustee, in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or recovery is in a
currency other than the Required Currency, the Trustee may take such actions as it considers
appropriate to exchange such currency for the Required Currency. The costs and risks of any such
exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be
borne by the Company, the Company shall remain fully liable for any shortfall or delinquency in the
full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be
liable therefor except in the case of its negligence or willful misconduct. The Company hereby
waives any defense of payment based upon any such tender or recovery which is not in the Required
Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full
amount of Required Currency then due and payable.



SECTION 312. Extension of Interest Payment.




     The Company shall have the right at any time, to extend interest payment periods from time to
time on all Securities of any series hereunder, if so specified as contemplated by Section 301 with
respect to such Securities and upon such terms as may be specified as contemplated by Section 301
with respect to such Securities.



ARTICLE FOUR




Redemption of Securities




SECTION 401. Applicability of Article.




     Securities of any series, or any Tranche thereof, which 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 such series or Tranche) in accordance with this
Article.



SECTION 402. Election to Redeem; Notice to Trustee.




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



-27-









 




condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.




SECTION 403. Selection of Securities to Be Redeemed.




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



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



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



SECTION 404. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 106 to the Holders of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:




     (a) the Redemption Date,




     (b) the Redemption Price, or, if not then ascertainable, the manner of
calculation thereof,




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




     (d) that on the Redemption Date the Redemption Price, together with accrued
interest, if any, to the Redemption Date, will become due and payable



-28-









 





 upon each such
Security to be redeemed and, if applicable, that interest thereon will cease to
accrue on and after said date,




     (e) the place or places where such Securities are to be surrendered for payment
of the Redemption Price and accrued interest, if any, unless it shall have been
specified as contemplated by Section 301 with respect to such Securities that such
surrender shall not be required,




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




     (g) such other matters as the Company shall deem desirable or appropriate.



     Unless otherwise specified with respect to any Securities in accordance with Section 301, with
respect to any notice of redemption of Securities at the election of the Company, unless, upon the
giving of such notice, such Securities shall be deemed to have been paid in accordance with Section
701, such notice may state that such redemption shall be conditional upon the receipt by the Paying
Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities
and that if such money shall not have been so received such notice shall be of no force or effect
and the Company shall not be required to redeem such Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the manner in which the
notice of redemption was given, that such money was not so received and such redemption was not
required to be made.



     Notice of redemption of Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the
Company or, on Company Request, by the Trustee in the name and at the expense of the Company.



SECTION 405. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption, the Company shall
default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to
bear interest. Upon surrender of any such Security for redemption in accordance with such notice,
such Security or portion thereof shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that no such surrender
shall be a condition to such payment if so specified as contemplated by Section 301 with respect to
such Security; and provided, further, that except as otherwise specified as contemplated by Section
301 with respect to such Security, any installment of interest on any Security the Stated Maturity
of which installment is on or prior to the Redemption Date shall be payable to the



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Holder of such
Security, or one or more Predecessor Securities, registered as such at the close of business on the
related Regular Record Date according to the terms of such Security and subject to the provisions
of Sections 305 and 307.




SECTION 406. Securities Redeemed in Part.




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



ARTICLE FIVE




Sinking Funds




SECTION 501. Applicability of Article.




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



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series, or any Tranche thereof, is herein referred to as a “mandatory sinking fund payment”, and
any payment in excess of such minimum amount provided for by the terms of Securities of any series,
or any Tranche thereof, is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 502. Each sinking fund
payment shall be applied to the redemption of Securities of the series or Tranche in respect of
which it was made as provided for by the terms of such Securities.



SECTION 502. Satisfaction of Sinking Fund Payments with Securities.




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



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sinking fund
and the amount of such mandatory sinking fund payment shall be reduced accordingly.




SECTION 503. Redemption of Securities for Sinking Fund.




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




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




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




     (c) the aggregate sinking fund payment;




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




     (e) the portion, if any, of such aggregate sinking fund payment which is to be
satisfied by delivering and crediting Securities of such series or Tranche pursuant
to Section 502 and stating the basis for such credit and that such Securities have
not previously been so credited, and the Company shall also deliver to the Trustee
any Securities to be so delivered. If the Company shall not deliver such Officer’s
Certificate, the next succeeding sinking fund payment for such series or Tranche
shall be made entirely in cash in the amount of the mandatory sinking fund payment.
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 403 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 404. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 405 and 406.



ARTICLE SIX




Covenants




SECTION 601. Payment of Principal, Premium and Interest.




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



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SECTION 602. Maintenance of Office or Agency.




     The Company shall maintain in each Place of Payment for the Securities of each series, or any
Tranche thereof, an office or agency where payment of such Securities shall be made or surrendered
for payment, where registration of transfer or exchange of such Securities may be effected and
where notices and demands to or upon the Company in respect of such Securities and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of each such office or agency and prompt notice to the Holders of any
such change in the manner specified in Section 106. If at any time the Company shall fail to
maintain any such required office or agency in respect of Securities of any series, or any Tranche
thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Securities
may be made, registration of transfer or exchange thereof may be effected and notices and demands
in respect thereof may be served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent for all such purposes in any such event.



     The Company may also from time to time designate one or more other offices or agencies with
respect to the Securities of one or more series, or any Tranche thereof, for any or all of the
foregoing purposes and may from time to time rescind such designations; provided, however, that,
unless otherwise specified as contemplated by Section 301 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes in each Place of Payment for such
Securities in accordance with the requirements set forth above. The Company shall give prompt
written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section
106, of any such designation or rescission and of any change in the location of any such other
office or agency.



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



SECTION 603. 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 the Securities of
any series, or any Tranche thereof, it shall, on or before each due date of the principal of and
premium, if any, or interest, if any, on any of such Securities, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal and
premium or interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to
act.



     Whenever the Company shall have one or more Paying Agents for the Securities of any series, or
any Tranche thereof, it shall, prior to each due date of the principal of and premium, if any, or
interest, if any, on such Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or



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interest, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or
failure so to act.




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




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




     (b) give the Trustee notice of any default by the Company (or any other obligor
upon the Securities of such series) in the making of any payment of principal of and
premium, if any, or interest, if any, on the Securities of such series or Tranche;
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 pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent and, if as stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.



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



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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 paid to the Company.




SECTION 604. Existence as a Limited Liability Company.




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



SECTION 605. Annual Officer’s Certificate




     Not later than                     in each year, commencing                     ,                     
,each of the Company shall
deliver to the Trustee an Officer’s Certificate which need not comply with Section 102, executed by
its principal executive officer, principal financial officer or principal accounting officer, as to
such officer’s knowledge of such obligor’s compliance with all conditions and covenants under this
Indenture, such compliance to be determined without regard to any period of grace or requirement of
notice under this Indenture.



SECTION 606. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in




     (a) any covenant or restriction specified with respect to the Securities of any
series, or any Tranche thereof, as contemplated by Section 301 or by Section
1201(b), if before the time for such compliance the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series and Tranches
with respect to which compliance with such covenant or restriction is to be omitted,
considered as one class, shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or
condition; and




     (b) Section 604 or 1101, if before the time for such compliance the Holders of
a majority in principal amount of Securities Outstanding under this Indenture shall,
by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition;



     but, in either case, no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.



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ARTICLE SEVEN




Satisfaction and Discharge




SECTION 701. Satisfaction and Discharge of Securities.




     Any Security or Securities, or any portion of the principal amount thereof, shall be deemed to
have been paid and no longer Outstanding for all purposes of this Indenture, and the entire
indebtedness of the Company in respect thereof shall be satisfied and discharged, if there shall
have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in
trust:




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




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




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


to pay when due the principal of and premium, if any, and interest, if any, due and to become due
on such Securities or portions thereof; provided, however, that in the case of the provision for
payment or redemption of less than all the Securities of any series or Tranche, such Securities or
portions thereof shall have been selected by the Trustee as provided herein and, in the case of a
redemption, the notice requisite to the validity of such redemption shall have been given or
irrevocable authority shall have been given by the Company to the Trustee to give such notice,
under arrangements satisfactory to the Trustee; and provided, further, that the Company shall have
delivered to the Trustee and such Paying Agent:





     (x) if such deposit shall have been made prior to the Maturity of such
Securities, a Company Order stating that the money and Eligible Obligations
deposited in accordance with this Section shall be held in trust, as provided in
Section 703;




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




     (z) if such deposit shall have been made prior to the Maturity of such
Securities, an Officer’s Certificate stating the Company’s intention that, upon



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delivery of such Officer’s Certificate, its indebtedness in respect of such
Securities or portions thereof will have been satisfied and discharged as
contemplated in this Section.



     Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon
Company Request, acknowledge in writing that such Securities or portions thereof are deemed to have
been paid for all purposes of this Indenture and that the entire indebtedness of the Company in
respect thereof has been satisfied and discharged as contemplated in this Section. In the event
that all of the conditions set forth in the preceding paragraph shall have been satisfied in
respect of any Securities or portions thereof except that, for any reason, the Officer’s
Certificate specified in clause (z) (if otherwise required) shall not have been delivered, such
Securities or portions thereof shall nevertheless be deemed to have been paid for all purposes of
this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no
longer entitled to the benefits provided by this Indenture or of any of the covenants of the
Company under Article Six (except the covenants contained in Sections 602 and 603) or any other
covenants made in respect of such Securities or portions thereof as contemplated by Section 301 or
Section 1201(b), but the indebtedness of the Company in respect of such Securities or portions
thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other
purpose; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities
or portions thereof are deemed to have been paid for all purposes of this Indenture.



     If payment at Stated Maturity of less than all of the Securities of any series, or any Tranche
thereof, is to be provided for in the manner and with the effect provided in this Section, the
Trustee shall select such Securities, or portions of principal amount thereof, in the manner
specified by Section 403 for selection for redemption of less than all the Securities of a series
or Tranche.



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



     Notwithstanding that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such
Securities under Sections 304, 305, 306, 404, 602, 603, 907, 909 and 910 and 914 and this Article
shall survive.



     The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible
Obligations shall have been deposited as provided in this Section against,
any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the
principal or interest received in respect of such Eligible Obligations, including, but not limited



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to, any such tax payable by any entity deemed, for tax purposes, to have been created as a result
of such deposit.




     Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would be
deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s
indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to
this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, (i) shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it as aforesaid to the Company or its representative under any
applicable Federal or State bankruptcy, insolvency or other similar law, or (ii) are unable to
apply any money in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, such Security shall thereupon be deemed retroactively not to have
been paid and any satisfaction and discharge of the Company’s indebtedness in respect thereof shall
retroactively be deemed not to have been effected, and such Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any
Security shall be subject to the provisions of the last paragraph of Section 603.



SECTION 702. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall execute such instruments
as the Company shall reasonably request to evidence and acknowledge the satisfaction and discharge
of this Indenture, when:




     (a) no Securities remain Outstanding hereunder; and




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


provided, however, that if, in accordance with the last paragraph of Section 701, any Security,
previously deemed to have been paid for purposes of this Indenture, shall be deemed retroactively
not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been
satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company
shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and
acknowledge the same.




     Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 304, 305, 306, 404, 602, 603, 907, 909, 910 and 914
and this Article shall survive.



     Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee
shall turn over to the Company any and all money, securities and other property then held by the
Trustee for the benefit of the Holders of the Securities (other than money and Eligible Obligations
held by the Trustee pursuant to Section 703) and shall execute and deliver to
the Company such instruments as, in the judgment of the Company, shall be necessary, desirable
or appropriate to effect or evidence the satisfaction and discharge of this Indenture.



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SECTION 703. Application of Trust Money.




     Neither the Eligible Obligations nor the money deposited pursuant to Section 701, nor the
principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount thereof in respect of
which such deposit was made, all subject, however, to the provisions of Section 603; provided,
however, that any cash received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent practicable and upon Company
Request and delivery to the Trustee of the documents referred to in clause (y) in the first
paragraph of Section 701, be invested in Eligible Obligations of the type described in clause (b)
in the first paragraph of Section 701 maturing at such times and in such amounts as shall be
sufficient, together with any other moneys and the proceeds of any other Eligible Obligations then
held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any,
due and to become due on such Securities or portions thereof on and prior to the Maturity thereof,
and interest earned from such reinvestment shall be paid over to the Company as received, free and
clear of any trust, lien or pledge under this Indenture (except the lien provided by Section 907);
and provided, further, that any moneys held in accordance with this Section on the Maturity of all
such Securities in excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company free and clear of
any trust, lien or pledge under this Indenture (except the lien provided by Section 907); and
provided, further, that if an Event of Default shall have occurred and be continuing, moneys to be
paid over to the Company pursuant to this Section shall be held until such Event of Default shall
have been waived or cured.



ARTICLE EIGHT




Events of Default; Remedies




SECTION 801. Events of Default.




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




     (a) default in the payment of any interest on any Security of such series when
it becomes due and payable (whether or not payment is prohibited by the
subordination provisions of Article Fourteen hereof) and continuance of such default
for a period of 30 days; provided, however, that no such default shall constitute an
“Event of Default” if the Company has made a valid extension of the interest payment
period with respect to the Securities of such series, of which such Security is a
part, if so provided as contemplated by Section 301; or



     (b) default in the payment of the principal of or premium, if any, on any
Security of such series when it becomes due and payable (whether or not
payment is prohibited by the subordination provisions of Article Fourteen
hereof); provided, however, that no such default shall constitute an “Event of
Default” if the Company has made a valid extension of the Maturity of the Securities
of the



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series, of which such Security is a part, if so provided as contemplated by
Section 301; or




     (c) [default in the performance of, or breach of, any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in the
performance of which or breach of which is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of one or more series of Securities other than such series) and continuance
of such default or breach for a period of 90 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 25% in principal amount of the Outstanding
Securities of such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount
of Securities of such series not less than the principal amount of Securities the
Holders of which gave such notice, as the case may be, shall agree in writing to an
extension of such period prior to its expiration; provided, however, that the
Trustee, or the Trustee and the Holders of such principal amount of Securities of
such series, as the case may be, shall be deemed to have agreed to an extension of
such period if corrective action is initiated by the Company within such period and
is being diligently pursued; or]



     (d) the entry by a court having jurisdiction in the premises of (1) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (2) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition by one or more Persons other
than the Company seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official for the Company or for any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and any such decree or
order for relief or any such other decree or order shall have remained unstayed and
in effect for a period of 90 consecutive days; or



     (e) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company to the entry of a decree or order for relief in respect
of the Company in a case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the commencement
of any bankruptcy or insolvency case or proceeding against the Company, or the
filing by the Company of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or
State law, or the consent by the Company to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part



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of its property, or the making by the Company of an assignment for
the benefit of creditors, or the admission by the Company in writing of its
inability to pay its debts generally as they become due, or the authorization of
such action by the Board of Directors of the Company; or




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



SECTION 802. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default shall have occurred and be continuing with respect to Securities of any
series at the time Outstanding, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of such series may declare the principal
amount (or, if any of the Securities of such series are Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof as contemplated by
Section 301) of all of the Securities of such series to be due and payable immediately (provided
that the payment of principal and interest on such Securities shall remain subordinated to the
extent provided in this Indenture), by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon receipt by the Company of notice of such declaration such principal
amount (or specified amount) shall become immediately due and payable; provided, however, that if
an Event of Default shall have occurred and be continuing with respect to more than one series of
Securities, the Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, may make such declaration of
acceleration, and not the Holders of the Securities of any one of such series (provided that the
payment of principal and interest on such Securities shall remain subordinated to the extent
provided in this Indenture).



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




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




               (1) all overdue interest, if any, on all Securities of such series then
Outstanding;




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




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



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               (4) all amounts due to the Trustee under Section 907;



     and




     (b) all Events of Default with respect to Securities of such series, other than
the non-payment of the principal of Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 813.


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




SECTION 803. Collection of Indebtedness and Suits for Enforcement by Trustee.




     If an Event of Default described in clause (a) or (b) of Section 801 shall have occurred and
be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal and premium, if
any, and interest, if any, and, to the extent permitted by law, interest on premium, if any, and on
any overdue principal and interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to
the Trustee under Section 907.



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



     If an Event of Default with respect to Securities of any series shall have occurred and be
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series 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 804. 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
shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,



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     (a) to file and prove a claim for the whole amount of principal, premium, if
any, and interest, 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 amounts due to the Trustee under
Section 907) and of the Holders allowed in such judicial proceeding, and




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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amounts due it under Section 907.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, be a member of a creditors’ or similar other
committee.



SECTION 805. Trustee May Enforce Claims Without Possession of Securities.




     All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities 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 in respect of which
such judgment has been recovered.



SECTION 806. Application of Money Collected.




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




     First: To the payment of all amounts due the Trustee under Section 907;




     Second: Subject to the provisions of Article Fourteen, to the payment of the amounts
then due and unpaid upon the Securities for principal of and premium, if any, and interest,
if any, in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts



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due and
payable on such Securities for principal, premium, if any, and interest, if any,
respectively;




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



SECTION 807. Limitation on Suits.




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




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




     (b) the Holders of 25% in aggregate principal amount of the Outstanding
Securities of all series in respect of which an Event of Default shall have occurred
and be continuing, considered as one class, shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder;




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




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




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


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




SECTION 808. Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and premium,
if any, and (subject to Section 307 and 312) interest, if any, on such Security on



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the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.




SECTION 809. Restoration of Rights and Remedies.




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



SECTION 810. Rights and Remedies Cumulative.




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



SECTION 811. Delay or Omission Not Waiver.




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



SECTION 812. Control by Holders of Securities.




     If an Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series; provided, however, that if an Event of Default shall
have occurred and be continuing with respect to more than one series of Securities, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all such series,



     considered as one class, shall have the right to make such direction, and not the Holders of
the Securities of any one of such series; and provided, further, that




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



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



SECTION 813. Waiver of Past Defaults.




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




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




     (b) in respect of a covenant or provision hereof which under Section 1202
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 and all Events of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right consequent thereon.



SECTION 814. Undertaking for Costs.




     The Company and the Trustee agree, and each Holder by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant, in each case in the manner, to the extent, and subject to the exceptions provided in the
Trust Indenture Act; provided, that the provisions of this Section shall not be deemed to authorize
any court to require such an undertaking or to make such an assessment in any suit instituted by
the Company.



SECTION 815. Waiver of Usury, 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 usury, 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; 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.



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ARTICLE NINE




The Trustee




SECTION 901. Certain Duties and Responsibilities.




     (a) Except during the continuance of an Event of Default with respect to Securities of any
series,




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




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



     (b) In case an Event of Default with respect to Securities of any series shall have occurred
and be continuing, the Trustee shall exercise, with respect to Securities of such series, such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.



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




     (1) this subsection shall not be construed to limit the effect of subsection (a) of
this Section;




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any one or more series,
as provided herein, relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series; and




     (4) 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



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duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.



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



SECTION 902. Notice of Defaults.




     The Trustee shall give notice of any default hereunder with respect to the Securities of any
series to the Holders of Securities of such series in the manner and to the extent required to do
so by the Trust Indenture Act, unless such default shall have been cured or waived; provided,
however, that in the case of any default of the character specified in Section 801(c), no such
notice to Holders shall be given until at least 90 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time, or both, would become, an Event of Default with respect to the Securities of such series.



SECTION 903. Certain Rights of Trustee.




     Subject to the provisions of Section 901 and to the applicable provisions of the Trust
Indenture Act:




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




     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, as the case may be, or
as otherwise expressly provided herein, and any resolution of the Board of Directors
of the Company may be sufficiently evidenced by a Board Resolution thereof;




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




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



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




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




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




     (h) the Trustee shall not be charged with knowledge of any Event of Default
with respect to the Securities of any series for which it is acting as Trustee
unless either (1) a Responsible Officer of the Trustee shall have actual knowledge
of the Event of Default or (2) written notice of such Event of Default shall have
been given to the Trustee by the Company or any other obligor on such Securities, or
by any Holder of such Securities.



SECTION 904. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company and neither the Trustee nor any
Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of Securities or the proceeds thereof.



SECTION 905. May Hold Securities.




     Each of the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 908 and 913, may otherwise deal with
the Company with the same rights it would have if it were not the Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.



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SECTION 906. 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 except as expressly provided herein or otherwise
agreed with, and for the sole benefit of, the Company.



SECTION 907. Compensation and Reimbursement.




     The Company agrees




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




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




     (c) to indemnify the Trustee and hold it harmless from and against, any loss,
liability or expense reasonably incurred without negligence, willful misconduct or
bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts 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.



     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, other than property and funds held in trust under Section 703 (except moneys
payable to the Company as provided in Section 703).



SECTION 908. Disqualification; Conflicting Interests.




     If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any
series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in
respect of the Securities of any other series.



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SECTION 909. Corporate Trustee Required; Eligibility.




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



     (a) a corporation organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal, State or District of Columbia authority, or



     (b) if and to the extent permitted by the Commission by rule, regulation or order upon
application, a corporation or other Person organized and doing business under the laws of a foreign
government, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign
currency and subject to supervision or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees



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



SECTION 910. 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 911.



     (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 the instrument of acceptance by a successor
Trustee required by Section 911 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



     (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, the Company.



     (d) If at any time:



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               (1) the Trustee shall fail to comply with Section 908 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder for at least six months, or




               (2) the Trustee shall cease to be eligible under Section 909 or Section
310(a) of the Trust Indenture Act and shall fail to resign after written
request therefor by the Company or by any such Holder, or




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


then, in any such case, (x) the Company by Board Resolutions may remove the Trustee with respect to
all Securities or (y) subject to Section 814, any Holder who has been a bona fide Holder for at
least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated by clause (y) in
subsection (d) of this Section), with respect to the Securities of one or more series, the Company,
by Board Resolutions, 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
(subject to Section 915) there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 911. 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 in accordance with the applicable requirements of Section 911,
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 and
accepted appointment in the manner required by Section 911, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.



     (f) So long as no event which is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, and except with respect to a Trustee
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities
pursuant to subsection (e) of this Section, if the Company shall have delivered to the Trustee (i)
Board Resolutions of the Company appointing a successor Trustee, effective as of a date specified
therein, and (ii) an instrument of acceptance of such appointment,



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effective as of such date, by such successor Trustee in accordance with Section 911, the
Trustee shall be deemed to have resigned as contemplated in subsection (b) of this Section, the
successor Trustee shall be deemed to have been appointed by the Company pursuant to subsection (e)
of this Section and such appointment shall be deemed to have been accepted as contemplated in
Section 911, all as of such date, and all other provisions of this Section and Section 911 shall be
applicable to such resignation, appointment and acceptance except to the extent inconsistent with
this subsection (f).




     (g) 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 to all Holders of Securities of such series in the manner provided 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 911. Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the 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



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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, upon
payment of all sums owed to it, shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.




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



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



SECTION 912. Merger, Conversion, Consolidation or Succession to Business.




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



SECTION 913. Preferential Collection of Claims Against Company.




     If the Trustee shall be or become a creditor of the Company or any other obligor upon the
Securities (other than by reason of a relationship described in Section 311(b) of the Trust
Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor. For
purposes of Section 311(b) of the Trust Indenture Act (a) the term “cash transaction” shall have
the meaning provided in Rule 11b-4 under the Trust Indenture Act, and (b) the term
“self-liquidating paper” shall have the meaning provided in Rule 11b-6 under the Trust Indenture
Act.



SECTION 914. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of
one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption 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. 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



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of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State or territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.




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



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.



     Unless appointed at the request of the Company pursuant to the last paragraph of this Section
914, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, in accordance with and subject to the provisions of Section 907.



     The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent.



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



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


THE BANK OF NEW YORK, As Trustee



By                                                             

      As Authenticating Agent



By                                                             

     Authorized Officer




     If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in
accordance with this Section and in accordance with such procedures as shall be acceptable to the
Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company
with respect to such series of Securities.



SECTION 915. Co-trustee and Separate Trustees.




     At any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then
Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee,
in either case with such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the Company does not
join in such appointment within 15 days after the receipt by it of a request so to do, or if an
Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make
such appointment.



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



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



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



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



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



     (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Trustee, or any other such trustee hereunder, and the Trustee shall not be
personally liable by reason of any act or omission of any such co-trustee or separate trustee; and



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



ARTICLE TEN




Holders’ Lists and Reports by Trustee and Company




SECTION 1001. Lists of Holders.




     Semiannually, not later than June 30 and December 31 in each year, and at such other times as
the Trustee may request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve
such information and similar information received by it in any other capacity and afford to the
Holders access to information so preserved by it, all to such extent, if any, and in such manner as
shall be required by the Trust Indenture Act; provided, however, that no such list need be
furnished so long as the Trustee shall be the Security Registrar.



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SECTION 1002. Reports by Trustee and Company.




     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the time and in the
manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than ___in each calendar year with respect to
the 12-month period ending on the preceding ___commencing ___, ___. A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock exchange.



     The Company shall file with the Trustee (within thirty (30) days after filing with the
Commission in the case of reports that pursuant to the Trust Indenture Act must be filed with the
Commission and furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act.



ARTICLE ELEVEN




Consolidation, Merger, Conveyance, or Other Transfer




SECTION 1101. Company May Consolidate, Etc., Only on Certain Terms.




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




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




     (b) immediately after giving effect to such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and




     (c) the Company shall have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, conveyance
or other transfer or lease and such indenture supplemental



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



SECTION 1102. Successor Person Substituted.




     Upon any consolidation by the Company with or merger by the Company into any other Person or
any conveyance or other transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 1101, the successor Person formed by such consolidation
or into which the Company is merged or the Person to which such conveyance, or other transfer or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor Person had been named as
the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of and released from all obligations and covenants under this Indenture and the Securities
Outstanding hereunder (unless the Company shall have delivered to the Trustee an instrument waiving
such relief and release), and the Trustee shall acknowledge in writing that the Company has been so
relieved and released.



SECTION 1103. Certain Transactions Not Limited.




     Nothing in this Indenture shall be deemed to prevent or restrict:




     (a) any consolidation or merger after the consummation of which the Company
would be the surviving or resulting corporation,




     (b) any conveyance or other transfer, or lease, of any part of the properties
of the Company which does not constitute the entirety, or substantially the
entirety, thereof or




     (c) the approval by the Company of, or the consent by the Company to, any
consolidation or merger to which any direct or indirect subsidiary or affiliate may
be a party or any conveyance, transfer or lease by any such subsidiary or affiliate
of any of its assets.



ARTICLE TWELVE




Supplemental Indentures




SECTION 1201. Supplemental Indentures Without Consent of Holders.




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




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



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     (b) to add one or more covenants of the Company or other provisions for the
benefit of the Holders of all or any series of Securities, or any Tranche thereof or
to surrender any right or power herein conferred upon the Company (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



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



     (d) to change or eliminate any provision of this Indenture or to add any new
provision to this Indenture; provided, however, that if such change, elimination or
addition shall adversely affect the interests of the Holders of Securities of any
series or Tranche Outstanding on the date of such supplemental indenture in any
material respect, such change, elimination or addition shall become effective with
respect to such series or Tranche only pursuant to the provisions of Section 1202
hereof or when no Security of such series or Tranche remains Outstanding; or



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




     (f) to establish the form or terms of Securities of any series or Tranche as
contemplated by Sections 201 and 301; or



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



     (h) to evidence and provide for the acceptance of appointment hereunder by a
separate or successor Trustee or co-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, pursuant to the requirements of Section 911(b); or



     (i) to provide for the procedures required to permit the Company to utilize, at
its option, a non certificated system of registration for all, or any series or
Tranche of, the Securities; or



     (j) to change any place or places where (1) the principal of and premium, if
any, and interest, if any, on all or any series of Securities, or any Tranche
thereof, shall be payable, (2) all or any series of Securities, or any Tranche
thereof, may be surrendered for registration of transfer, (3) all or any



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series of Securities, or any Tranche thereof, may be surrendered for exchange
and (4) notices and demands to or upon the Company in respect of all or any series
of Securities, or any Tranche thereof, and this Indenture may be served; or




     (k) 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 changes to the provisions hereof or to add other provisions with respect to
matters or questions arising under this Indenture, provided that such other changes
or additions shall not adversely affect the interests of the Holders of Securities
of any series or Tranche in any material respect.



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




     (x) if any such amendment shall require one or more changes to any provisions
hereof or the inclusion herein of any additional provisions, or shall by operation
of law be deemed to effect such changes or incorporate such provisions by reference
or otherwise, this Indenture shall be deemed to have been amended so as to conform
to such amendment to the Trust Indenture Act, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto to
evidence such amendment hereof; or




     (y) if any such amendment shall permit one or more changes to, or the
elimination of, any provisions hereof which, at the date of the execution and
delivery hereof or at any time thereafter, are required by the Trust Indenture Act
to be contained herein or are contained herein to reflect any provision of the Trust
Indenture Act as in effect at such date, this Indenture shall be deemed to have been
amended to effect such changes or elimination, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto to
this Indenture to effect such changes or elimination or evidence such amendment.



SECTION 1202. Supplemental Indentures With Consent of Holders.




     Subject to the provisions of Section 1201, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then Outstanding under this
Indenture, considered as one class, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by Board Resolutions, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture; provided, however,
that if there shall be Securities of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of Securities of one or
more, but less than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the Securities of any
series shall have been issued in more than one Tranche and if the proposed supplemental



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indenture shall directly affect the rights of the Holders of Securities of one or more, but
less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly affected, considered as
one class, shall be required; and provided, further, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security of each series or Tranche so
directly affected,





     (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on (except as provided in Section 312 hereof), any Security
(other than pursuant to the terms thereof), or reduce the principal amount thereof
or the rate of interest thereon (or the amount of any installment of interest
thereon) or change the method of calculating such rate or reduce any premium payable
upon the redemption thereof, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 802, or change the coin or currency (or other
property), in which any Security or any premium 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, on or after the
Redemption Date), or




     (b) reduce the percentage in principal amount of the Outstanding Securities of
any series or any Tranche thereof, the consent of the Holders of which is required
for any such supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with any provision of this Indenture or of any
default hereunder and its consequences, or reduce the requirements of Section 1304
for quorum or voting, or




     (c) modify any of the provisions of this Section, Section 606 or Section 813
with respect to the Securities of any series or any Tranche thereof, except to
increase the percentages in principal amount referred to in this Section or such
other Sections or to provide that other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 911(b) and 1201(h).


A supplemental indenture which (x) changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of the Holders of, or which is
to remain in effect only so long as there shall be Outstanding, Securities of one or more
particular series, or one or more Tranches thereof, or (y) modifies the rights of the Holders of
Securities of such series or Tranches with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Securities of any other
series or Tranche.




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



SECTION 1203. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 901) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or
liabilities under this Indenture or otherwise.



SECTION 1204. 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 shall be bound thereby. Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof,
any such restatement shall supersede this Indenture as theretofore in effect for all purposes.



SECTION 1205. Conformity With Trust Indenture Act.




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



SECTION 1206. Reference in Securities to Supplemental Indentures.




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



SECTION 1207. Modification Without Supplemental Indenture.




     To the extent, if any, that the terms of any particular series of Securities shall have been
established in or pursuant to a Board Resolution or an Officer’s Certificate pursuant to a
supplemental indenture or Board Resolution as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may be,
delivered to, and accepted by, the Trustee; provided, however, that such



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supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or
otherwise be effective unless all conditions set forth in this Indenture which would be required to
be satisfied if such additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such
supplemental Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental
indenture” for purposes of Section 1204 and 1206.




ARTICLE THIRTEEN




Meetings of Holders; Action Without Meeting




SECTION 1301. Purposes for Which Meetings May Be Called.




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



SECTION 1302. Call, Notice and Place of Meetings.




     (a) The Trustee may at any time call a meeting of Holders of Securities of one or more, or
all, series, or any Tranche or Tranches thereof, for any purpose specified in Section 1301, to be
held at such time and at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine, or, with the approval of the Company, at any other place. Notice of every
such meeting, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.



     (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of
one or more, or all, series, or any Tranche or Tranches thereof, by the Company or by the Holders
of 33% in aggregate principal amount of all of such series and Tranches, considered as one class,
for any purpose specified in Section 1301, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of
such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such
series and Tranches in the amount above specified, as the case may be, may determine the time and
the place in the Borough of Manhattan, The City of New York, or in such other place as shall be
determined or approved by the Company, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.



     (c) Any meeting of Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, shall be valid without notice if the Holders of all Outstanding Securities of
such series or Tranches are present in person or by proxy and if representatives of the Company and
the Trustee are present, or if notice is waived in writing before or after the



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meeting by the Holders of all Outstanding Securities of such series, or by such of them as are
not present at the meeting in person or by proxy, and by the Company and the Trustee.




SECTION 1303. Persons Entitled to Vote at Meetings.




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



SECTION 1304. Quorum; Action.




     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of the series and Tranches with respect to which a meeting shall have been called as
hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders
of Securities of such series and Tranches; provided, however, that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the Outstanding Securities of
such series and Tranches, considered as one class, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series and Tranches,
considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of
the time appointed for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series and Tranches, be dissolved. In any other case the meeting may be
adjourned for such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for such period as may be determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section
1305(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than ten days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series and Tranches which shall constitute a quorum.



     Except as limited by Section 1202, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of
the series and Tranches with respect to which such meeting shall have been called, considered as
one class; provided, however, that, except as so limited, any resolution with respect to any action
which this Indenture expressly provides may be taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding Securities of such series and
Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the



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affirmative vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class.




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




			
	SECTION 1305.	 	Attendance at Meetings; Determination of Voting Rights;
Conduct and Adjournment of Meetings.





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



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



     (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders as provided in
Section 1302(b), in which case the Company or the Holders of Securities of the series and Tranches
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches represented at the meeting, considered as one class.



     (d) At any meeting each Holder or proxy shall be entitled to one vote for each $1,000
principal amount of Securities 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 or proxy.



     (e) Any meeting duly called pursuant to Section 1302 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of all series and Tranches represented at the



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meeting, considered as one class; and the meeting may be held as so adjourned without further
notice.




SECTION 1306. Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities, of the series and Tranches
with respect to which the meeting shall have been called, held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports of all votes cast at the meeting. A record, in
duplicate, of the proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was given as
provided in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.



SECTION 1307. Action Without Meeting.




     In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 104.



ARTICLE FOURTEEN




Subordination of Securities




SECTION 1401. Securities Subordinate to Senior Indebtedness of the Company.




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



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



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SECTION 1402. Payment Over of Proceeds of Securities.




     In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation,
reorganization or other similar proceedings in respect of the Company or a substantial part of its
property, or of any proceedings for liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section
1403, that (i) a default shall have occurred with respect to the payment of principal of or
interest on or other monetary amounts due and payable on any Senior Indebtedness of the Company,
and such default shall have continued beyond the period of grace, if any, in respect thereof, or
(ii) there shall have occurred a default (other than a default in the payment of principal or
interest or other monetary amounts due and payable) in respect of any Senior Indebtedness of the
Company, as defined therein or in the instrument under which the same is outstanding, permitting
the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or
both), and such default shall have continued beyond the period of grace, if any, in respect
thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default shall not
have been cured or waived or shall not have ceased to exist, then:




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




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




               (3) in the event that, notwithstanding the foregoing, any payment by,
or distribution of assets of, the Company of any kind or character, whether
in cash, property or securities, in respect of principal of, or premium, if
any, or interest on the Securities or in connection with



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any repurchase by the Company of the Securities, shall be received by
the Trustee or any Holder before all Senior Indebtedness of the Company is
paid in full, or provision is made for such payment in money or money’s
worth, such payment or distribution in respect of principal of, or premium,
if any, or interest on the Securities or in connection with any repurchase
by the Company of the Securities shall be paid over to the holders of such
Senior Indebtedness of the Company or their representative or
representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any such Senior Indebtedness of the Company
may have been issued, ratably as aforesaid, for application to the payment
of all Senior Indebtedness of the Company remaining unpaid until all such
Senior Indebtedness of the Company shall have been paid in full, after
giving effect to any concurrent payment or distribution (or provision
therefor) to the holders of such Senior Indebtedness of the Company.



     Notwithstanding the foregoing, at any time after the 123rd day following the date of deposit
of cash or Eligible Obligations pursuant to Section 701 or 702 (provided all conditions set out in
such Section shall have been satisfied), the funds so deposited and any interest thereon will not
be subject to any rights of holders of Senior Indebtedness of the Company including, without
limitation, those arising under this Article Fifteen; provided that no event described in clauses
(d) and (e) of Section 801 with respect to the Company has occurred during such 123-day period.



     For purposes of this Article only, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment which are
subordinate in right of payment to all Senior Indebtedness of the Company which may at the time be
outstanding to the same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article. The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company following the conveyance
or transfer of its property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article Eleven hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1402 if
such other corporation shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article Eleven hereof. Nothing in Section 1401 or in this
Section 1402 shall apply to claims of, or payments to, the Trustee under or pursuant to Section
907.



SECTION 1403. Disputes with Holders of Certain Senior Indebtedness of the Company.




     Any failure by the Company to make any payment on or perform any other obligation in respect
of Senior Indebtedness of the Company, other than any indebtedness incurred by the Company or
assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral,
renewal, extension or refunding thereof) or any other obligation as to which the provisions of this
Section shall have been waived by the Company in the instrument or instruments by which the Company
incurred, assumed, guaranteed or otherwise



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created such indebtedness or obligation, shall not be deemed a default under clause (b) of
Section 1402 if (i) the Company shall be disputing its obligation to make such payment or perform
such obligation and (ii) either (A) no final judgment relating to such dispute shall have been
issued against the Company which is in full force and effect and is not subject to further review,
including a judgment that has become final by reason of the expiration of the time within which a
party may seek further appeal or review, or (B) in the event that a judgment that is subject to
further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal
or other proceeding for review and a stay or execution shall have been obtained pending such appeal
or review.




SECTION 1404. Subrogation.




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



SECTION 1405. Obligation of the Company Unconditional.




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



     Upon any payment or distribution of assets or securities of the Company referred to in this
Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court
of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending for the purpose of ascertaining the Persons entitled to



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participate in such distribution, the holders of the Senior Indebtedness of the Company and
other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon, and all other facts pertinent thereto or to this Article.




     The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a representative of
such holder or a trustee under any indenture under which any instruments evidencing any such Senior
Indebtedness of the Company may have been issued) to establish that such notice has been given by a
holder of such Senior Indebtedness of the Company or such representative or trustee on behalf of
such holder. In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness of the Company
to participate in any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to the right of such
Person under this Article, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such Person to receive
such payment or distribution.



SECTION 1406. Priority of Senior Indebtedness of the Company Upon Maturity.




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



SECTION 1407. Trustee as Holder of Senior Indebtedness of the Company.




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



SECTION 1408. Notice to Trustee to Effectuate Subordination.




     Notwithstanding the provisions of this Article or any other provision of the Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of moneys to or by the Trustee unless and until the Trustee shall have
received written notice thereof from the Company, from a Holder or from a holder of any Senior
Indebtedness of the Company or from any representative or representatives of such holder or any
trustee or trustees under any indenture under which any instruments evidencing any such Senior
Indebtedness of the Company may have been issued and, prior to the receipt of any such written
notice, the Trustee shall be entitled, subject to Section 901, in all respects to assume that no
such facts exist; provided, however, that, if prior to the fifth Business



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Day preceding the date upon which by the terms hereof any such moneys may become payable for
any purpose, or in the event of the execution of an instrument pursuant to Section 701 or 702
acknowledging that Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture, acknowledging that the entire indebtedness of the Company in respect thereof has
been satisfied and discharged or acknowledging satisfaction and discharge of this Indenture, then
if prior to the second Business Day preceding the date of such execution, the Trustee shall not
have received with respect to such moneys the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Trustee may, in its discretion, receive such
moneys and/or apply the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it on or after such date; provided,
however, that no such application shall affect the obligations under this Article of the persons
receiving such moneys from the Trustee.




SECTION 1409. Modification, Extension, etc. of Senior Indebtedness of the Company.




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




			
	SECTION 1410.	 	Trustee Has No Fiduciary Duty to Holders of Senior
Indebtedness of the Company.





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



SECTION 1411. Paying Agents Other Than the Trustee.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that Sections 1407,
1408 and 1410 shall not apply to the Company if it acts as Paying Agent.



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	SECTION 1412.	 	Rights of Holders of Senior Indebtedness of the
Company Not Impaired.





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



SECTION 1413. Effect of Subordination Provisions; Termination.




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



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



ARTICLE FIFTEEN




Immunity of Incorporators, Stockholders, Officers and Directors




SECTION 1501. Liability Limited.




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


 




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



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	PPL ENERGY SUPPLY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE BANK OF NEW YORK,

     as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






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