Ex-4.1 Form of Indenture



 




EXHIBIT
4.1


COVENTRY HEALTH CARE, INC.,




Issuer




THE BANK OF NEW YORK,




Trustee




 






INDENTURE




Dated as of March ___, 2007




 






Senior Debt Securities




 









 





COVENTRY HEALTH CARE, INC.




     Reconciliation and tie showing the location in the Indenture dated as of March ___, 2007 of the
provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of
1939, as amended.



	 	 	 	 	 
	Trust Indenture Act Section
	 	Indenture Section
	Section 310 (a)(1)
	 	 609
	(a)(2)
	 	 609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	608 and 610(d)
	(c)
	 	Not Applicable
	Section 311 (a)
	 	613(a) and 613(c)
	(b)
	 	613(b) and 613(c)
	(c)
	 	Not Applicable
	Section 312 (a)
	 	701 and 702(a)
	(b)
	 	  702(b)
	(c)
	 	 702(c)
	Section 313 (a)
	 	 703(a)
	(b)
	 	  703(b)
	(c)
	 	 703(a) and 703(b)
	(d)
	 	 703(d)
	Section 314 (a)
	 	   704
	(b)
	 	Not Applicable
	(c)
	 	 102
	(c)(1)
	 	 102
	(c)(2)
	 	  102
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	 102
	Section 315 (a)
	 	601(a)
	(b)
	 	602 and 703(a)(7)
	(c)
	 	 601(b)
	(d)
	 	  601(c)
	(d)(1)
	 	 601(a)(1)
	(d)(2)
	 	 601(c)(2)
	(d)(3)
	 	 601(c)(3)
	(e) 
	 	 	514
	Section 316 (a)(1)(A)
	 	 502 and 512
	(a)(1)(B)
	 	 513
	(a)(2)
	 	Not Applicable
	(b)
	 	 508
	Section 317 (a)(1)
	 	  503
	(a)(2)
	 	 504
	(b)
	 	 1003
	Section 318 (a)
	 	  107








 




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




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TABLE OF CONTENTS




	 	 	 	 	 
	PARTIES
	 	 	1	 
	RECITALS
	 	 	1	 
	ARTICLE 1 Definitions and Other Provisions of General Application
	 	 	1	 
	Section 101. Definitions
	 	 	1	 
	Section 102. Compliance Certificates and Opinions
	 	 	9	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	10	 
	Section 104. Acts of Holders
	 	 	10	 
	Section 105. Notices, Etc., to Trustee and the Company
	 	 	11	 
	Section 106. Notice to Holders; Waiver
	 	 	12	 
	Section 107. Conflict with Trust Indenture Act
	 	 	12	 
	Section 108. Effect of Headings and Table of Contents
	 	 	12	 
	Section 109. Successors and Assigns
	 	 	12	 
	Section 110. Separability Clause
	 	 	12	 
	Section 111. Benefits of Indenture
	 	 	13	 
	Section 112. Governing Law
	 	 	13	 
	Section 113. Non-Business Day
	 	 	13	 
	Section 114. Immunity of Incorporators, Stockholders, Directors and Officers
	 	 	13	 
	Section 115. Certain Matters Relating to Currencies
	 	 	 	 
	Section 116. Language of Notices, Etc.
	 	 	13	 
	ARTICLE 2 Security Forms
	 	 	14	 
	Section 201. Forms of Securities
	 	 	14	 
	Section 202. Form of Trustee’s Certificate of Authentication
	 	 	14	 
	Section 203. Securities in Global Form
	 	 	14	 
	Section 204. CUSIP Numbers
	 	 	15	 






i









 






	 	 	 	 	 
	ARTICLE 3 The Securities
	 	 	15	 
	Section 301. Title; Payment and Terms
	 	 	15	 
	Section 302. Denominations and Currencies
	 	 	18	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	18	 
	Section 304. Temporary Securities and Exchange of Securities
	 	 	19	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	20	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons
	 	 	22	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	23	 
	Section 308. Persons Deemed Owners
	 	 	24	 
	Section 309. Cancellation
	 	 	24	 
	Section 310. Computation of Interest
	 	 	25	 
	Section 311. Currency and Manner of Payments in Respect of Securities
	 	 	25	 
	Section 312. Appointment and Resignation of Currency Determination Agent
	 	 	25	 
	Section 313. Ranking
	 	 	25	 
	ARTICLE 4 Satisfaction and Discharge
	 	 	25	 
	Section 401. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	25	 
	Section 402. Legal Defeasance and Discharge
	 	 	25	 
	Section 403. Covenant Defeasance
	 	 	26	 
	Section 404. Conditions to Legal or Covenant Defeasance
	 	 	26	 
	Section 405. Satisfaction and Discharge of Indenture
	 	 	27	 
	Section 406. Survival of Certain Obligations
	 	 	28	 
	Section 407. Acknowledgment of Discharge by Trustee
	 	 	28	 
	Section 408. Application of Trust Moneys
	 	 	28	 
	Section 409. Repayment to the Company; Unclaimed Money
	 	 	29	 
	Section 410. Reinstatement
	 	 	29	 
	ARTICLE 5 Remedies
	 	 	29	 






ii









 






	 	 	 	 	 
	Section 501. Events of Default
	 	 	29	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	30	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	31	 
	Section 504. Trustee May File Proofs of Claim
	 	 	32	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	33	 
	Section 506. Application of Money Collected
	 	 	33	 
	Section 507. Limitation on Suits
	 	 	33	 
	Section 508. Unconditional Right of Holders to Receive Principal (and Premium, if any) and
Interest, if any
	 	 	34	 
	Section 509. Restoration of Rights and Remedies
	 	 	34	 
	Section 510. Rights and Remedies Cumulative
	 	 	34	 
	Section 511. Delay or Omission Not Waiver
	 	 	35	 
	Section 512. Control by Holders
	 	 	35	 
	Section 513. Waiver of Past Defaults
	 	 	35	 
	Section 514. Undertaking for Costs
	 	 	35	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	36	 
	Section 516. Judgment Currency
	 	 	 	 
	ARTICLE 6 The Trustee
	 	 	36	 
	Section 601. Certain Duties and Responsibilities
	 	 	36	 
	Section 602. Notice of Defaults
	 	 	37	 
	Section 603. Certain Rights of Trustee
	 	 	37	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	38	 
	Section 605. May Hold Securities
	 	 	39	 
	Section 606. Money Held in Trust
	 	 	39	 
	Section 607. Compensation and Reimbursement
	 	 	39	 
	Section 608. Disqualification; Conflicting Interests
	 	 	40	 
	Section 609. Corporate Trustee Required; Different Trustees for Different Series; Eligibility
	 	 	40	 






iii









 






	 	 	 	 	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	40	 
	Section 611. Acceptance of Appointment by Successor
	 	 	41	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	42	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	43	 
	Section 614. Authenticating Agents
	 	 	43	 
	ARTICLE 7 Holders’ Lists and Reports by Trustee and the Company
	 	 	44	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	44	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	44	 
	Section 703. Reports by Trustee
	 	 	45	 
	ARTICLE 8 Consolidation, Merger, Conveyance or Transfer
	 	 	46	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	46	 
	Section 802. Successor Person Substituted
	 	 	47	 
	ARTICLE 9 Supplemental Indentures
	 	 	47	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	47	 
	Section 902. Supplemental Indentures With Consent of Holders
	 	 	48	 
	Section 903. Execution of Supplemental Indentures
	 	 	49	 
	Section 904. Effect of Supplemental Indentures
	 	 	49	 
	Section 905. Conformity With Trust Indenture Act
	 	 	50	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	50	 
	ARTICLE 10 Covenants
	 	 	50	 
	Section 1001. Payment of Principal (and Premium, if any) and Interest, if any
	 	 	50	 
	Section 1002. Maintenance of Office or Agency
	 	 	50	 
	Section 1003. Money for Securities Payments To Be Held in Trust
	 	 	51	 
	Section 1004. Offer to Repurchase Upon Change of Control
	 	 	51	 
	Section 1005. Statements as to Compliance
	 	 	52	 






iv









 






	 	 	 	 	 
	Section 1006. Corporate Existence
	 	 	52	 
	Section 1007. Limitation on Liens
	 	 	52	 
	Section 1008. Waiver of Certain Covenants
	 	 	53	 
	Section 1009. Payment of Additional Amounts
	 	 	53	 
	Section 1010. Calculation of Original Issue Discount
	 	 	 	 
	Section 1011. Statement by Officers as to Default
	 	 	53	 
	Section 1012. Reports By Company
	 	 	 	 
	ARTICLE 11 Redemption of Securities
	 	 	54	 
	Section 1101. Applicability of This Article
	 	 	54	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	54	 
	Section 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	54	 
	Section 1104. Notice of Redemption
	 	 	55	 
	Section 1105. Deposit of Redemption Price
	 	 	55	 
	Section 1106. Securities Payable on Redemption Date
	 	 	56	 
	Section 1107. Securities Redeemed in Part
	 	 	56	 
	Section 1108. Tax Redemption; Special Tax Redemption
	 	 	 	 
	Section 1109. Optional Redemption
	 	 	56	 
	ARTICLE 12 Sinking Funds
	 	 	57	 
	Section 1201. Applicability of This Article
	 	 	57	 
	Section 1202. Satisfaction of Sinking Fund Payments With Securities
	 	 	57	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	57	 
	ARTICLE 13 Meetings of Holders of Securities
	 	 	 	 
	Section 1301. Purposes for Which Meetings May Be Called
	 	 	 	 
	Section 1302. Call, Notice and Place of Meetings
	 	 	 	 
	Section 1303. Persons Entitled to Vote at Meetings
	 	 	 	 
	Section 1304. Quorum; Action
	 	 	 	 






v









 






	 	 	 	 	 
	Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	 	 
	Section 1306. Counting Votes and Recording Action of Meetings
	 	 	 	 






EXHIBITS




EXHIBIT A Form of Note





vi









 





     INDENTURE dated as of March ___, 2007, between COVENTRY HEALTH CARE, INC., a corporation duly
incorporated and existing under the laws of Delaware and having its principal executive office at
6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817 (hereinafter called the “Company”), and
THE BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter called the
“Trustee”).



RECITALS OF THE COMPANY




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



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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



ARTICLE 1




Definitions and Other Provisions of General Application




Section 101. Definitions.




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




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




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




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



 









 






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



     Certain terms, used principally in Article Three and Article Six, are defined in those
Articles.



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



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



     “Authenticating Agent” means any Person authorized to authenticate and deliver Securities on
behalf of the Trustee for the Securities of any series pursuant to Section 614.



     “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal, state
or foreign law for the relief of debtors.



     “Below
Investment Grade Rating Event” means the Securities of a series are rated below an
Investment Grade Rating by each of the Rating Agencies on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of the Change of Control (which 60-day period
shall be extended so long as the rating of Securities of such series is under publicly announced
consideration for possible downgrade by any of the Rating Agencies).



     “Board of Directors” means, when used with reference to the Company, either the board of
directors or any duly authorized committee of that board or any director or directors and/or
officer or officers to whom that board or committee shall have duly delegated its authority, of the
Company.



     “Board Resolution” means, when used with reference to the Company, (1) a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company, as the case may be, to have
been duly adopted by its Board of Directors and to be in full force and effect on the date of such
certification, or (2) a certificate signed by the director or directors or officer or officers to
whom the Board of Directors of the Company shall have duly delegated its authority, and delivered
to the Trustee for the Securities of any series.



     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York.



     “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or interests in (however designated)
equity of such Person, including any preferred stock and limited liability or partnership interests
(whether general or limited), but excluding any debt securities convertible into such equity.



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of
the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries; (2) the adoption
of a plan relating to the liquidation or dissolution of the Company; (3) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” (as defined above),



-2-









 







becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s Voting
Stock; or (4) the first day on which a majority of the members of the Company’s Board of Directors
are not Continuing Directors.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



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



     “Common Stock” means, with respect to any Principal Subsidiary, Capital Stock of any class,
however designated, except Capital Stock which is non-participating beyond fixed dividend and
liquidation preferences and the holders of which have either no voting rights or limited voting
rights entitling them, only in the case of certain contingencies, to elect less than a majority of
the directors (or persons performing similar functions) of such Principal Subsidiary, and also
includes securities of any class, however designated, which are convertible into Common Stock.



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



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



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of a series
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining terms of the Securities of such series.



     “Comparable
Treasury Price” means, with respect to any Redemption Date (1) the average of the
bid and the asked prices for the Comparable Treasury Issue, expressed as a percentage of its
principal amount, at 4:00 p.m. on the third Business Day preceding
that Redemption Date, as set
forth on “Telerate Page 500,” or such other page as may
replace Telerate Page 500, or (2) if
Telerate Page 500, or any successor page, is not displayed or does not contain bid and/or asked
prices for the Comparable Treasury Issue at that time, the average of the Reference Treasury Dealer
Quotations obtained by us for that redemption date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or, if we are unable to obtain at least four such Reference
Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations obtained by the Company.



     “Consolidated Net Worth” means, with respect to any Person as of any date, the sum of:




	 	•	 	the consolidated equity of the common shareholders of such Person and its consolidated
Subsidiaries as of a particular date; plus




-3-









 






	 	•	 	the respective amounts reported on such Person’s balance sheet as of a particular date
with respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in the year of declaration and payment, but
only to the extent of any cash received by a Person upon issuance of the preferred
stock; less
	 
	 	•	 	all write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made within 12 months after
the acquisition of the business), subsequent to the date of the Indenture, in the book
value of any asset owned by a Person or a consolidated Subsidiary of that Person; and
	 
	 	•	 	all unamortized debt discount and expense and unamortized deferred charges as of a
particular date,




all of the foregoing determined in accordance with generally accepted accounting principles.




     “Continuing Director” means, as of any date of determination, any member of the Board of
Directors of the Company who (1) was a member of such Board of
Directors on the date of issue of the Securities of a series; or (2) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination or election.



     “Corporate Trust Office” means the office of the Trustee for Securities of any series at which
at any particular time its corporate trust business shall be principally administered, which office
of The Bank of New York, at the date of the execution of this Indenture, is located at 101 Barclay
Street, New York, New York 10286, Attention: Corporate Trust Department, or such other address as
the Trustee may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the Company).



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




     “Currency Determination Agent” means, with respect to Securities of any series, unless
otherwise specified in the Securities of any series, a New York Clearing House bank designated
pursuant to Section 301.



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



     “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of a Global Security, the Person designated as Depositary by the Company pursuant to Section
301 until a successor Depositary shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used
with respect to the Securities of any such series shall mean the Depositary with respect to the
Securities of that series.



     “
Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon the happening of
any event:



-4-









 






	 	•	 	matures; or
	 
	 	•	 	is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise; or
	 
	 	•	 	is redeemable at the option of the holder of the Capital Stock,




in whole or in part, on or prior to the date that is 91 days after the date on which the Securities
of a series mature.




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




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



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force at the date
as of which this Indenture was executed; provided, however, that in the event the Securities
Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent required by
any such amendment, the Securities Exchange Act of 1934 as so amended.



     “Global Exchange Agent” has the meaning specified in Section 304.



     “Global Securities” means Securities in global form.



     “
Government Obligations” means securities which are direct
obligations of, or obligations guaranteed by,
the United States of America, for the payment of which guarantees or obligations the full faith and
credit of the United States is pledged.



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



     “Identifying Numbers” has the meaning specified in Section 204.



     “Incur” means issue, create, assume, guarantee, incur or otherwise become liable for; and the
terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.



     “Indebtedness” means, with respect to any Person (without duplication): (1) any liability of
that Person (A) for borrowed money, or under any reimbursement obligation relating to a letter of
credit or similar instruments (other than reimbursement obligations
with respect to letters of credit securing obligations other than
obligations described in (A), (B), (C) or (D)) entered into in the
ordinary course of business of such Person to the extent such letters
of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement
following payment of the letter of credit); (B) evidenced by a bond, note, debenture or similar instrument; (C)
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business; or (D) for the payment of money relating to any obligations
under any capital lease of real or personal property which has been recorded as a capitalized lease
obligation; (2) any liability of others described in the preceding clause (1) that the Person has
guaranteed or that is otherwise its legal liability or which is secured by a lien on that Person’s
Property; and (3) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1) or (2) above.



-5-









 





     “Indenture” means this instrument as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof and shall include the terms of a particular series of Securities established as contemplated
by Section 301.



     “Independent Investment Banker” means either Citigroup Global Markets Inc. or J.P. Morgan
Securities Inc., as selected by the Company or, if both such firms are unwilling or unable to select the
applicable Comparable Treasury Issue, an independent investment banking institution of national
standing appointed by the Company.



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



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P.




     “Issue
Date” means the date on which the Securities of a particular
series are originally issued under this Indenture.



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



     “Moody’s” means Moody’s Investors Service, Inc.



     “Notice of Default” has the meaning specified in Section 501(3).



     “
Officers’ Certificate” means, when used with reference to the Company, a certificate signed
by (i) the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President (any reference herein to a Vice President of the Company, as the case
may be, shall be deemed to include any Vice President of the Company, as the case may be, whether
or not designated by a number or a word or words added before or after the title “Vice President”),
and (ii) the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, as the case may be, and delivered to the
Trustee for the Securities of any series.



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



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




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




     (2) Securities or portions thereof for whose payment or redemption money in the
necessary amount and in the required currency or currency unit has been theretofore
deposited with the Trustee for such Securities or any Paying Agent (other than the Company
or any other



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obligor upon the Securities) in trust or set aside and segregated in trust by the
Company or any other obligor upon the Securities (if the Company or any other obligor upon
the Securities shall act as its own Paying Agent) for the Holders of such Securities;
provided, however, that, if such Securities or portions thereof are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture, or provision therefor
satisfactory to such Trustee has been made; and




     (3) 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 proof satisfactory to the Trustee for such Securities that any such Securities are
held by a bona fide holder in due course;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee for such Securities shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which such Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of such Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor.




     “Paying Agent” means The Bank of New York or any other Person authorized by the Company to pay
the principal of (and premium, if any) or interest, if any, on any Securities of any series on
behalf of the Company.



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



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



     “Principal
Subsidiary” means a consolidated Subsidiary of the Company that, as of the relevant
time of determination, is a “significant subsidiary” as
defined under Rule 1-02(w) of Regulation S-X of the Commission (as that Rule is in effect on the date of this Indenture without giving
effect to any further amendment of that Rule).



     “Property” means any asset, revenue or any other property, including Capital Stock, whether
tangible or intangible, real or personal, including, without limitation, any right to receive
income.



     “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P
ceases to rate the Securities of such series or fails to make a rating of the Securities of such
series publicly available for reasons outside of the Company’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act selected by the Company (as certified by a Board Resolution) as a replacement agency for
Moody’s or S&P, or both, as the case may be.



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



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



     “Reference Treasury Dealer” means Citigroup Global Markets Inc., J.P. Morgan Securities Inc.
and their respective successors and at least two other primary U.S. government securities dealers
in New York City (each, a “Primary Treasury Dealer”) selected by the Independent Investment Banker;
provided, however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date for the Securities of a series, an average,
as determined by the Company, of the bid and asked prices
for the Comparable Treasury Issue for the Securities of such series, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee for the Securities
of a series by the Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding the
Redemption Date.



     “Registered Security” means any Security established pursuant to Section 201 which is
registered in the Security Register.



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



     “Responsible Officer” means, when used with respect to the Trustee for any series of
Securities, (i) any vice president, assistant vice president, treasurer, assistant treasurer or any
trust officer of the Trustee or (ii) any other officer of the Corporate Trust Department of the
Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity with the particular
subject and who is charged with the administration of this Indenture.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



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



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



     “series” of Securities means all Securities denoted as part of the same series authorized by
or pursuant to a particular Board Resolution or Officers’ Certificate.



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



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



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     “Subsidiary” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of capital stock
or other interests (including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.



     “Treasury
Yield” means, with respect to any Redemption Date applicable
to the Securities of a series, the rate
per annum equal to the semiannual equivalent yield to maturity,
computed as of the third Business
Day immediately preceding the Redemption Date, of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue, expressed as a percentage of its principal amount, equal to the
applicable Comparable Treasury Price for the Redemption Date.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture
Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.



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



     “United States” means, unless otherwise specified with respect to Securities of any series,
the United States of America (including the states and the District of Columbia), its territories,
its possessions (which include, at the date of this Indenture, Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas
subject to its jurisdiction.



     “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding
and normally entitled to vote in the election of directors, managers or trustees, as applicable.



Section 102. Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee for any series of Securities to
take any action under any provision of this Indenture or any supplement hereto, the Company shall
furnish to such Trustee an Officers’ 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 (other than certificates provided pursuant to Section 1005) or opinion with
respect to compliance with a condition or covenant provided for in this Indenture shall include:




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



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



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



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



Section 103. Form of Documents Delivered to Trustee.




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



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



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



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



Section 104. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders in person or by an
agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are delivered to the Trustee
for the appropriate series of Securities and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee for the appropriate series of Securities and the Company and any
agent of such Trustee or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in Section 1306.



     The Company may at its discretion set a record date for purposes of determining the identity
of Holders of Registered Securities entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, but the Company shall have no obligation to do so.
If not set by the



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Company prior to the first solicitation of Holders of Registered Securities of a particular
series made by any Person in respect of any such action, or, in the case of any such vote, prior to
such vote, the record date for any such action or vote shall be 30 days prior to the first
solicitation of such vote or consent. Upon the fixing of such a
record date, those Persons who
were Holders of Registered Securities at such record date (or their duly designated proxies), and
only those Persons, shall be entitled with respect to such Registered Securities to take such
action by vote or consent or to revoke any vote or consent previously given, whether or not such
persons continue to be Holders after such record date.



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



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



     (d) The principal amount and serial numbers of Registered Securities held by any
Person, and the date of holding the same, shall be proved by the Security Register.



     (e) Intentionally Omitted.




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



Section 105. Notices, Etc., to Trustee and the Company.




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




     (1) the Trustee for a series of Securities by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or
with such Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration
Re: Coventry Health Care, Inc., or if sent by facsimile transmission, to a facsimile number
provided by the Trustee, with a copy mailed, first class postage prepaid to the Trustee
addressed to it as provided above, or




     (2) the Company by such Trustee or by any Holder shall be sufficient for every purpose
hereunder (except as provided in paragraph (3) of Section 501) if furnished in writing and
mailed, first class postage prepaid, addressed in the case of the Company to it, to the
attention of the Chief Financial Officer, at the address of its principal office specified
in the first paragraph of this instrument or at any other address previously furnished in
writing to such Trustee by the Company, or if sent by facsimile transmission, to a facsimile
number provided to the Trustee by



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the Company, with a copy mailed, first class postage prepaid, to the Company addressed
to it as provided above.



Section 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) to Holders of Registered Securities
if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at
his or her address as it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.



     In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to other Holders of
Registered Securities given as provided herein. Any notice mailed in the manner prescribed by this
Indenture shall be conclusively deemed to have been given whether or not received by any particular
Holder. In case by reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice to Holders of Registered Securities by mail, then
such notification as shall be made with the reasonable approval of the Trustee for such Securities
shall constitute a sufficient notification for every purpose hereunder.



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



Section 107. Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 through 317, inclusive, of the Trust Indenture Act through the operation of Section
318(c) thereof, such imposed duties shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may
be.



Section 108. Effect of Headings and Table of Contents.




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



Section 109. Successors and Assigns.




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



Section 110. Separability Clause.




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



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Section 111. Benefits of Indenture.




     Nothing in this Indenture or in the Securities or in any coupons appertaining thereto,
expressed or implied, shall give to any Person, other than the parties hereto, any Paying Agent,
any Security Registrar, an Authenticating Agent and their successors hereunder and the Holders of
Securities or coupons, 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
laws of the State of New York.



Section 113. Non-Business Day.




     Unless otherwise stated with respect to Securities of any series, in any case where any
Interest Payment Date, Redemption Date or Stated Maturity of a Security of any particular series
shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities or coupons) payment of
principal of (and premium, if any) and interest, if any, with respect to such Security need not be
made at such Place of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall accrue 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.



Section 114. Immunity of Incorporators, Stockholders, Directors and Officers.




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



Section 115. Language of Notices, Etc.




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



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ARTICLE 2




Security Forms




Section 201. Forms of Securities.




     The Registered Securities, if any, of each series shall be in substantially the form of
Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as the Company may reasonably deem appropriate and as may be required to comply with
any law, with any rule or regulation made pursuant thereto, with any rules of any securities
exchange, automated quotation system or clearing agency or to conform to usage, as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of such Securities.



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



     The terms and provisions contained in the Securities of any series shall constitute, and are
hereby expressly made, a part of this Indenture with respect to such series of Securities, and the
Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound hereby. However, to the extent any provision of any Security
of any series thereon conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.



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




     Subject to Section 614, the Certificate of Authentication on all Securities shall be in
substantially the following form:



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



	 	 	 	 	 
	 	 The Bank Of New York,

as Trustee



By
 


Authorized Signatory”

	 
	 	 	 
	 	 	 
	 	 	 
	 



Section 203. Securities in Global Form.





     If any Security of a series is issuable in global form, such Security may provide that it
shall represent the aggregate amount of Outstanding Securities of
such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities represented thereby may
from time to time be increased or reduced to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee and in such manner as shall be
specified in such Security. Any instructions by the



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Company with respect to a Security in global form, after its initial issuance, shall be in
writing but need not comply with Section 102.



     Global Securities may be issued in registered form and in either temporary or
permanent form.



     Any Security issued in global form shall bear the following legend:



     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN
THE NAME OF ___OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY (AND ANY PAYMENT IS MADE TO ___OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
___, HAS AN INTEREST HEREIN.



Section 204. CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use) or
other identifying numbers (“Identifying Numbers”) and, if so, the Trustee shall use such
Identifying Numbers in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such Identifying Numbers
either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identifying numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the Identifying Numbers
of which it becomes aware.



ARTICLE 3




The Securities




Section 301. Title; Payment and Terms.




     The aggregate principal amount of Securities which may be authenticated and delivered and
Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate
principal amount of Securities from time to time authorized by or pursuant to Board Resolutions or
an Officers’ Certificate of the Company.



     The Securities may be issued in one or more series, each of which shall be issued pursuant to
Board Resolutions or Officers’ Certificates of the Company. There shall be established in one or
more Board Resolutions or Officers’ Certificates or pursuant to one or more Board Resolutions of
the



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Company or established in one or more supplemental indentures hereto, prior to the issuance of
Securities of any series, all or any of the following, as applicable (each of which, if so provided,
may be determined from time to time by the Company with respect to unissued Securities of that
series and set forth in the Securities of that series when issued from time to time):




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




     (2) any limit upon the aggregate principal amount of the Securities of that 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 that series pursuant to Section 304, 305, 306, 906 or 1107) and
whether that series may be reopened for additional Securities of that series; in the event
that such series of Securities may be reopened from time to time for issuance of additional
Securities of such series, the terms thereof shall indicate whether any such additional
Securities shall have the same terms as the prior Securities of such series or whether the
Company may establish additional or different terms with respect to such additional
Securities;




     (3) whether Securities of that series are to be issuable in global or definitive form
or both and any restrictions on the exchange of one form of Securities for another and on
the offer, sale and delivery of the Securities in either form;




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




     (5) the rate or rates (or the manner of calculation thereof) at which the Securities of
that series shall bear interest (if any), the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable (or manner of
determining the same) and the Regular Record Date for the interest payable on any Registered
Securities on any Interest Payment Date;




     (6) the place or places where, subject to the provisions of Section 1002, the principal
of (and premium, if any) and interest, if any, on Securities of that series shall be
payable, any Registered Securities of that series may be surrendered for registration of
transfer, any Securities of that series may be surrendered for exchange, and notices and
demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served;




     (7) the period or periods within which (or manner of determining the same), the price
or prices at which (or manner of determining the same), the currency or currency unit in
which, and the terms and conditions upon which Securities of that series may be redeemed, in
whole or in part, at the option of the Company, and any remarketing arrangements with
respect to the Securities of that series;




     (8) the obligation, if any, of the Company to redeem, repay or purchase Securities of
that series pursuant to any sinking fund or analogous provisions or at the option of a
Holder thereof, and the period or periods within which (or manner of determining the same),
the price or prices at which (or manner of determining the same), the currency or currency
unit in which, and the terms and conditions upon which, Securities of that series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;



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     (9) if the currency in which the Securities of that series shall be issuable is
Dollars, the denominations in which any Registered Securities of that series shall be
issuable, if other than denominations of $2,000 and any integral
multiple of $1,000 in excess thereof;




     (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of that series which shall be payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502;




     (11) the inapplicability of any Event of Default or covenant set forth in Article 10
hereof to the Securities of that series, or the applicability of any other Events of
Defaults or covenants in addition to the Events of Default or covenants set forth herein to
Securities of that series;




     (12) if a Person other than The Bank of New York is to act as Trustee for the
Securities of that series, the name and location of the Corporate Trust Office of such
Trustee;




     (13) if other than Dollars, the currency or currency unit in which payment of the
principal of (and premium, if any) or interest, if any, on the Securities of that series
shall be made or in which the Securities of that series shall be denominated and the
particular provisions applicable thereto;




     (14) if the principal of (and premium, if any) and interest, if any, on the Securities
of that series are to be payable, at the election of the Company or a Holder thereof, in a
currency or currency unit other than that in which such Securities are denominated or stated
to be payable, the period or periods within which (including the
Election Date), and the terms and conditions upon which, such election may be made, and the
time and manner of determining the exchange rate between the currency or currency unit in
which such Securities are denominated or stated to be payable and the currency or currency
unit in which such Securities are to be so payable;




     (15) the designation of the original Currency Determination Agent, if any;




     (16) if other than as set forth in Article Four, provisions for the satisfaction and
discharge of this Indenture with respect to the Securities of that series;




     (17) the date as of which any Global Security representing Outstanding Securities of
that series shall be dated if other than the date of original issuance of the first Security
of that series to be issued;






     (18) whether payment of any amount due under such Securities will be guaranteed by one
or more guarantors, including Subsidiaries of the Company; and




     (19) any other terms of that series (which terms shall not be inconsistent with the
requirements of the Trust Indenture Act).



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     The terms of such Securities, as set forth above, may be determined by the Company from time
to time if so provided in or established pursuant to the authority granted in Board Resolutions or
an Officers’ Certificate. All Securities of any one series need not be issued at the same time,
and unless otherwise provided, a series may be reopened for issuance of additional Securities of
such series.



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




     (1) The Board Resolutions or Officers’ Certificate of the Company by or pursuant to
which such form of Security have been approved and, if applicable, the supplemental
indenture by or pursuant to which such form of Security has been
approved; and




     (2) An Officers’ Certificate of the Company dated the date such Certificate is
delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating
that all conditions precedent provided for in this Indenture relating to the authentication
and delivery of Securities in such forms have been complied with.



Section 302. Denominations.




     Unless otherwise provided with respect to any series of Securities as contemplated by Section
301, any Registered Securities of a series other than Registered Securities issued in global form
(which may be of any denomination) shall be issuable in denominations
of $2,000 and any integral
multiple of $1,000 in excess thereof.



Section 303. Execution, Authentication, Delivery and Dating.




     The Securities and any related coupons shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, or its
President, Chief Executive Officer, Chief Financial Officer  or
one of its Vice Presidents. The signature of any of these officers on the Securities may be manual
or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, executed by the Company to the Trustee for the
Securities of such series for authentication, together with a Company Order for the authentication
and delivery of such Securities, and such Trustee, in accordance with the Company Order, shall
authenticate and deliver



-18-









 







such
Securities. If any Security shall be represented by a permanent Global Security, then,
for purposes of this Section and Section 304, the notation of a beneficial owner’s interest therein
upon original issuance of such Security or upon exchange of a portion of a temporary Global
Security shall be deemed to be delivery in connection with the original issuance of such beneficial
owner’s interest in such permanent Global Security. If all the Securities of any one series are not
to be issued at one time and if a Board Resolution or Officers’ Certificate relating to such
Securities shall so permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities, including, without limitation, procedures with respect to
interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall
accrue.



     Notwithstanding any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers’
Certificate and Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or prior
to the time of authentication of each Security of such series if such documents are delivered at or
prior to the authentication upon original issuance of the first Security of such series to be
issued.



     Except
as specified pursuant to Section 301, Registered Security shall be dated the date of its authentication.



     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 manually executed by the Trustee for such Security or on its behalf
pursuant to Section 614, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder.



     In case any Securities shall have been authenticated, but not delivered, by the Trustee or the
Authenticating Agent for such series then in office, any successor by merger, conversion or
consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt
such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated such Securities.



     Each Depositary designated pursuant to Section 301 for a Global Security in registered form
must, at the time of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or regulation.



     The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.



Section 304. Temporary Securities and Exchange of Securities.




     Pending the preparation of definitive Securities of any particular series, the Company may
execute, and upon Company Order the Trustee for the Securities of such series shall authenticate
and deliver, in the manner specified in Section 303, temporary Securities which are printed,
lithographed, typewritten, photocopied or otherwise produced, in any denomination, with like terms
and conditions as the definitive Securities of like series in lieu of which they are issued in
registered form with one or more coupons or without coupons, and 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. Any such temporary Securities may
be in global form, representing such of the Outstanding Securities of such series as shall be
specified therein.



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     Except in the case of temporary Securities in global form (which shall be exchanged only in
accordance with the provisions of the following paragraphs or as otherwise provided in or pursuant
to a Board Resolution, Officers’ Certificate or a Supplemental Indenture), if temporary Securities
of any particular series are issued, the Company will cause definitive Securities of that series to
be prepared without unreasonable delay. After the preparation of such definitive Securities, the
temporary Securities of such series shall be exchangeable for such definitive Securities of a like
Stated Maturity and with like terms and provisions upon surrender of the temporary Securities of
such series, together with all unmatured coupons and matured coupons in default, if any, at the
office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any particular
series, the Company shall execute and (in accordance with a Company Order delivered at or prior to
the authentication of the first definitive Security of such series) the Trustee for the Securities
of such series or the Global Exchange Agent shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of authorized denominations of the same series and
of a like Stated Maturity and with like terms and provisions. Until exchanged as hereinabove
provided, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same series and with like terms and
conditions, except as to payment of interest, if any, authenticated and delivered hereunder.



     Any temporary Global Security and any permanent Global Security shall, unless otherwise
provided therein, be delivered to a Depositary designated pursuant to Section 301.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee for the
Securities of each series a register (the register maintained in such office being herein sometimes
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 Registered Securities and of transfers
of Registered Securities. The Trustee for the Securities of each series is hereby initially
appointed “Security Registrar” for the purpose of registering Registered Securities and transfers
of Registered Securities of such series as herein provided.



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



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



     Notwithstanding any other provision of this Section or Section 304, unless and until it is
exchanged in whole or in part for Registered Securities in definitive form, a Global Security
representing all or a portion of the Registered Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee
of such Depositary to such



-20-









 







Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.



     Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.



     If at any time the Depositary for Securities of a series in registered form notifies the
Company that it is unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for the Securities of such series shall no longer be eligible
under Section 303, the Company shall appoint a successor Depositary with respect to the Securities
for such series. If (i) a successor Depositary for the Securities of such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, (ii) the Company delivers to the Trustee for Securities of such series in registered
form a Company Order stating that the Securities of such series shall be exchangeable, or (iii) an
Event of Default under Section 501 hereof has occurred and is continuing with respect to the
Securities of such series, the Company’s election pursuant to Section 301 shall no longer be
effective with respect to the Securities for such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or Securities.



     The Company may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive
Registered Securities of such series, will authenticate and deliver, Registered Securities of such
series in definitive form and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such Global Security or
Securities.



     If specified by the Company pursuant to Section 301 with respect to a series of Securities in
registered form, the Depositary for such series of Securities may surrender a Global Security for
such series of Securities in exchange in whole or in part for Securities of such series of like
tenor and terms and in definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and, upon receipt of a Company Order, the Trustee
shall authenticate and deliver, without service charge, (i) to each Person specified by such
Depositary a new Security or Securities of the same series, of like tenor and terms and of any
authorized denomination as requested by such Person in aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Security; and (ii) to such Depositary
a new Global Security of like tenor and terms and in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.



     Upon the exchange of a Global Security for Securities in definitive form representing the
aggregate principal amount of such Global Security, such Global Security shall be cancelled by the
Trustee. Registered Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. The Trustee shall deliver such Registered Securities to the
persons in whose names such Securities are so registered.




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



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



     No service charge shall be made for any registration of transfer or exchange of 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, 906 or 1107 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1104 and ending at the close of business on if Securities of the series are issuable
only as Registered Securities, the day of the mailing of the relevant notice of redemption or (ii)
to register the transfer of or exchange any Registered Security so selected for redemption as a
whole or in part, except the unredeemed portion of any Security being redeemed in part.



     Furthermore, notwithstanding any other provision of this Section 305, the Company will not be
required to exchange any Securities if, as a result of the exchange, the Company would suffer
adverse consequences under any United States law or regulation.



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




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



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



-22-









 





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



     Every new Security of any series, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security or in exchange for any mutilated Security, or in exchange for a Security to
which a mutilated, destroyed, lost or stolen coupon appertains shall constitute an original
additional contractual obligation of the Company whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and each such new Security shall be at any
time enforceable by anyone, and each such new Security shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of the same 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 or coupons.



Section 307. Payment of Interest; Interest Rights Preserved.




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



     Unless otherwise provided with respect to the Securities of any series, payment of interest
may be made at the Corporate Trust Office or, at the option of the Company in the case of
Registered Securities, may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register. Notwithstanding the foregoing, a Holder of
$1,000,000 or more in aggregate principal amount of Securities of any series in definitive form,
whether having identical or different terms and provisions, having the same Interest Payment Dates
will, at the option of the Company, be entitled to receive interest payments, other than at
Maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions
have been received in writing by the Trustee for the Securities of such series at least 15 days
prior to the applicable Interest Payment Date. Any wire instructions received by the Trustee for
the Securities of such series shall remain in effect until revoked by the Holder.



     Any interest on any Registered Security of any particular series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of that series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee for the Registered Securities of such series in writing of the amount of
Defaulted Interest proposed to be paid on each Registered Security of that series and the
date of the proposed payment, and at the same time the Company shall deposit with such
Trustee an amount of money in the currency
or currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series), equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to such



-23-









 







Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. Thereupon such
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall not be more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by such Trustee of the notice of the
proposed payment. Such Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of that series at his
address as it appears in the Security Register not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names the Registered Securities of that series (or their respective
Predecessor Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).




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



     Subject to the foregoing provisions of this Section and Section 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 Registered Security for registration of transfer, the Company,
the Trustee for such Security and any agent of the Company or such Trustee may treat the Person in
whose name any such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 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, such Trustee or any agent of the Company or such Trustee shall be
affected by notice to the contrary.



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



Section 309. Cancellation.




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



-24-









 







Security of such series shall not be deemed to have been Outstanding at any
time hereunder if and to the extent that, subsequent to the authentication and delivery thereof,
such Security is delivered to the Trustee for such Security for cancellation by the Company or any
agent thereof upon the failure of the original purchaser thereof to make payment therefor against
delivery thereof, and any Security so delivered to such Trustee shall be promptly cancelled by it.
No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Trustee for such Securities shall be disposed of by such Trustee
in accordance with its standard procedures and a certificate of disposition evidencing such
disposition of Securities and coupons shall be provided to the Company by such Trustee. Permanent
Global Securities shall not be disposed of until exchanged in full for definitive Securities or
until payment thereon is made in full.



Section 310. Computation of Interest.




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



Section 311. Intentionally Omitted.



Section 312. Intentionally Omitted.



Section 313. Ranking.




     The Securities shall constitute the senior indebtedness of the Company and shall rank pari
passu in right of payment among themselves and with all of the other existing and future senior
indebtedness of the Company.



ARTICLE 4




Satisfaction and Discharge




Section 401. Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at its option evidenced by a Board Resolution or an Officers’ Certificate, at
any time, with respect to the Securities of any series, elect to have either Section 402 and/or 403
be applied to all of the Outstanding Securities of that series upon compliance with the conditions
set forth below in this Article Four.



Section 402. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 401 of the option applicable to this Section 402,
the Company shall be deemed to have been discharged from its obligations with respect to all
Outstanding Securities of the particular series and any coupons appertaining thereto on the date
the conditions set forth below in Section 404 are satisfied (hereinafter, “Legal Defeasance”). For
this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and
discharged all the obligations relating to the Outstanding Securities of that series and the
Securities of that series, including any coupons
appertaining thereto, shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 406, Section 408 and the other Sections of this Indenture referred to below in this Section
402, and to have satisfied all of its other obligations under such Securities and any coupons
appertaining thereto and this



-25-









 







Indenture and cured all then existing Events of Default (and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of Outstanding Securities of the particular series
and coupons, if any, of such series to receive payments in respect of the principal of (and
premium, if any) and interest, if any, on such Securities when such payments are due or on the
Redemption Date solely out of the trust created pursuant to this Indenture; (b) the Company’s
obligations with respect to such Securities concerning issuing temporary Securities of that series,
or, where relevant, registration of such Securities, mutilated, destroyed, lost or stolen
Securities of that series and the maintenance of an office or agency for payment and money for
Securities payments held in trust; (c) the rights, powers, trusts, duties and immunities of the
Trustee for the Securities of that series, and the Company’s obligations in connection therewith;
and (d) this Article Four and the obligations set forth in Section 406 hereof.



     Subject to compliance with this Article Four, the Company may exercise its option under
Section 402 notwithstanding the prior exercise of its option under Section 403 with respect to the
Securities of a particular series and any coupons appertaining thereto.



Section 403. Covenant Defeasance.




     Upon the Company’s exercise under Section 401 of the option applicable to this Section 403,
the Company shall be released from any obligations under the
covenants contained in Sections 801, 1004 and 1007 hereof (and any other covenant in addition to those set forth herein applicable to
Securities of any series pursuant to Section 301 hereof specified to be released as provided under
this Section 403) with respect to the Outstanding Securities of the particular series, along with
any additional covenants contained in such Security or any Supplemental Indenture in connection
therewith, on and after the date the conditions set forth below in Section 404 are satisfied
(hereinafter, “Covenant Defeasance”), and the Securities of that series shall thereafter be deemed
not “Outstanding” for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “Outstanding” for all other purposes hereunder (it being understood that such
Securities shall not be deemed outstanding for accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the Outstanding Securities of that series
appertaining thereto, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a default or Event of Default under subsection 501(3) but, except as
specified above, the remainder of this Indenture and the Securities of that series shall be
unaffected thereby.



Section 404. Conditions to Legal or Covenant Defeasance.




     The following shall be the conditions to the application of either Section 402 or Section 403
to the Outstanding Securities of a particular series:




     (a) the Company must irrevocably deposit, or cause to be irrevocably
deposited, with the Trustee for the Securities of that series, in trust, for the benefit of
the Holders of the Securities of that series, cash in the currency or currency unit in which
the Securities of that series are payable (except as otherwise specified pursuant to Section
301 for the Securities of that series), Government Obligations or a combination thereof in
such amounts as will be sufficient, in the
opinion of an internationally recognized firm of independent public accountants, to pay
the principal of (and premium, if any) and interest, if any, due on the outstanding
Securities of that



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series at the Stated Maturity, or on the applicable Redemption Date, as
the case may be, with respect to the outstanding Securities of that series;




     (b) in the case of Legal Defeasance, the Company shall have delivered to the
Trustee for the Securities of that series an Opinion of Counsel in the United States
reasonably acceptable to such Trustee confirming that, subject to customary assumptions and
exclusions, (1) the Company has received from, or there has been published by, the U.S.
Internal Revenue Service a ruling or (2) since the Issue Date, there has been a change in
the applicable U.S. federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel in the United States shall confirm that, subject to
customary assumptions and exclusions, the Holders of the Outstanding Securities of that
series will not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;




     (c) in the case of Covenant Defeasance, the Company shall have delivered to
the Trustee for the Securities of that series an Opinion of Counsel in the United States
reasonably acceptable to such Trustee confirming that, subject to customary assumptions and
exclusions, the Holders of the Outstanding Securities of that series will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to such tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not occurred;




     (d) no Event of Default or event which with the giving of notice or the lapse
of time, or both, would become an Event of Default with respect to the Securities of that
series shall have occurred and be continuing on the date of such deposit and no Event of
Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the
91st day after such date;




     (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under any material agreement or instrument to which
the Company is a party or by which the Company is bound; and




     (f) the Company shall have delivered to the Trustee for the Securities of
that series an Officers’ Certificate and an Opinion of Counsel in the United States (which
opinion of counsel may be subject to customary assumptions and exclusions) each stating that
all conditions precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance, as the case may be, have been complied with.



Section 405. Satisfaction and Discharge of Indenture.




     This Indenture will be discharged and will cease to be of further effect as to all Securities
of any particular series issued hereunder when either (i) all Securities of that series theretofore
authenticated and delivered (except (A) lost, stolen or destroyed Securities which have been
replaced or paid as provided in Section 306 and (B) Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company or discharged from such
trust, as provided in the last paragraph of Section 1003) have been delivered to the Trustee for cancellation or (ii) (A) all Securities of that series not
theretofore delivered to Trustee for cancellation are due and payable by their terms within one
year or have become due and payable by reason of the making of a notice of redemption and the
Company has irrevocably deposited or caused to be deposited with such Trustee as
trust funds in trust an amount of cash in any combination of currency or currency unit in
which the Securities of such series are payable (except as otherwise specified pursuant to Section
301 for the



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Securities of such series) sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for the Securities of that series for
cancellation for principal (and premium, if any) and accrued and unpaid interest, if any, to the
Stated Maturity or Redemption Date, as the case may be; (B) the Company has paid, or caused to be paid, all sums payable by it under this Indenture; and
(C) the Company has delivered irrevocable instructions to the Trustee for the Securities of that
series under this Indenture to apply the deposited money toward the payment of such Securities at
the Stated Maturity or the Redemption Date, as the case may be. In addition, the Company must
deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee for the Securities of
that series stating that all conditions precedent to satisfaction and discharge have been
satisfied.



Section 406. Survival of Certain Obligations.




     Notwithstanding the satisfaction and discharge of this Indenture and of the Securities of a
particular series referred to in Sections 401, 402, 404, or 405, the respective obligations of the
Company and the Trustee for the Securities of a particular series under Sections 303, 304, 305,
309, 407, 408, 409, 410, and 508, Article Six, and Sections 701, 702, 1002, 1003, 1004 and 1006,
shall survive with respect to Securities of that series until the Securities of that series are no
longer outstanding, and thereafter the obligations of the Company and the Trustee for the
Securities of a particular series with respect to that series under Sections 407, 408, 409, and 410
shall survive. Nothing contained in this Article Four shall abrogate any of the obligations or
duties of the Trustee of any series of Securities under this Indenture.



Section 407. Acknowledgment of Discharge by Trustee.




     Subject to Section 410, after (i) the conditions of Section 404 or 405 have been satisfied
with respect to the Securities of a particular series, (ii) the Company has paid or caused to be
paid all other sums payable hereunder by the Company and (iii) the Company has delivered to the
Trustee for the Securities of that series an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent referred to in clause (i) above relating to the satisfaction
and discharge of this Indenture have been complied with, the Trustee for the Securities of that
series upon written request shall acknowledge in writing the discharge of all of the Company’s
obligations under this Indenture except for those surviving obligations specified in this Article
Four.



Section 408. Application of Trust Moneys.




     All money and Government Obligations deposited with the Trustee for the Securities of a
particular series pursuant to Section 404 or 405 in respect of the Securities of that series shall
be held in trust and applied by it, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of the Securities and all related coupons of all sums due and to become
due thereon for principal (and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.



     The Company shall pay and indemnify the Trustee for the Securities of a particular series
against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 404 or 405 with respect to the Securities of that series or the
principal and interest
received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of outstanding Securities of that series.



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Section 409. Repayment to the Company; Unclaimed Money.




     The Trustee and any Paying Agent for a series of Securities shall promptly pay or return to
the Company upon Company Order any cash or Government Obligations held by them at any time that are
not required for the payment of the principal of (and premium, if any) and interest, if any, on the
Securities and all related coupons for Securities of that series for which cash or Government
Obligations have been deposited pursuant to Section 404 or 405.



     Any money deposited with the Trustee or any Paying Agent for the Securities of any series, or
then held by the Company, in trust for the payment of the principal of (and premium, if any) and
interest, if any, on any Security of any particular series and remaining unclaimed for two years
after such principal (and premium, if any) and interest, if any, has become due and payable shall,
unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be paid to the Company on Company Request or (if then held by the Company) shall be
discharged from such trusts; and the Holder of such Security shall, thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of such Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that such Trustee or such Paying Agent, before
being required to make any such repayment may give written notice to the Holder of such Security in
the manner set forth in Section 106, that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the Company,
as the case may be.



Section 410. Reinstatement.




     If the Trustee or Paying Agent for a series of Securities is unable to apply any cash or
Government Obligations, as applicable, in accordance with Section 402, 403, 404 or 405 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture and the Securities of that series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 402, 403, 404 or 405 until such time as the Trustee or
Paying Agent for that series is permitted to apply all such cash or Government Obligations in
accordance with Section 402, 403, 404 or 405; provided, however, that if the Company has made any
payment of principal (and premium, if any) and interest, if any, on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the cash or Government Obligations, as applicable,
held by such Trustee or Paying Agent.



ARTICLE 5




Remedies




Section 501. Events of Default.




     “Event of Default” wherever used herein with respect to any particular series of Securities
means any one of the following events and such other events as may be established with respect to
the Securities of such series as contemplated by Section 301 (whatever the reason for such Event of
Default and
whether it shall be voluntary or involuntary or be effected by operation of law pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):



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




     (2) default in the payment of the principal of or premium, if any, on any Security of
that series at its Maturity, upon optional redemption, upon declaration or otherwise; or




     (3) default in the performance of, or breach of, any covenant or warranty of the
Company in respect of any Security of that series contained in this Indenture or in such
Securities (other than a covenant or warranty a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with) and continuance of such default or
breach for a period of 60 days after there has been given to the Company by the Trustee for
the Securities of such series or to the Company and such Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or




     (4)
the Company or any of its Principal Subsidiaries pursuant to or within the
meaning of Bankruptcy Law:





     (i)
commences a voluntary case,




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



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




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




     (v)
generally is not paying its debts as they become due; or




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




     (i)
is for relief against the Company or any of its Principal
Subsidiaries in an involuntary case; or



     (ii)
appoints a receiver, trustee, assignee, liquidator or similar
official of the Company or any of its Principal Subsidiaries or for
all or substantially all of the property of the Company or any of its
Principal Subsidiaries; or



     (iii)
orders the liquidation of the Company or any of its Principal
Subsidiaries;



     and
the order to decree remains unstayed and in effect for 60 consecutive
days; or





     (6)
the Company or any of its Subsidiaries fails to pay Indebtedness of
the Company or any Subsidiary in an aggregate principal amount of at least
$40,000,000, at the later of final maturity and the expiration of any related applicable
grace period and such defaulted payment shall not have been made, waived or extended within
30 days after there has been given to the Company by the Trustee
for the Securities of such series or to the Company and such Trustee
by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default
and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder or (B) acceleration of the maturity of
Indebtedness of the Company or any Subsidiary in an aggregate principal amount of at
least $40,000,000, if that acceleration results from a default under the instrument giving
rise to or securing such indebtedness for money borrowed and such indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled within 30 days
after there has been given to the Company by the Trustee
for the Securities of such series or to the Company and such Trustee
by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default
and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder.



Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to any particular series of Securities occurs and is
continuing (other than an Event of Default described in Section 501(4) or 501(5) with respect to
the Company or any Principal Subsidiary), then and in every such case either the Trustee for the
Securities of such series or the



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Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the entire principal amount of all the Securities
of that series, to be due and payable immediately, by a notice in writing to the Company (and to
such Trustee if given by Holders), and upon any such declaration of acceleration such principal or
such lesser amount, as the case may be, together with accrued interest and all other amounts owing
hereunder, shall become immediately due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby expressly waived.



     If any Event of Default specified in Section 501(4) or 501(5) occurs with respect to the
Company, all of the unpaid principal amount and accrued interest on all Securities of each series
then outstanding shall ipso facto become and be immediately due and payable without any declaration
or other act by the Trustee or any Holder.



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




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




	 	(A)	 	all overdue interest on all Securities of that series and any
related coupons;
	 
	 	(B)	 	the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration of
acceleration and interest thereon from the date such principal became due at a
rate per annum equal to the rate borne by the Securities of such series, to the
extent that the payment of such interest shall be legally enforceable;
	 
	 	(C)	 	to the extent that payment of such interest is lawful, interest
upon overdue interest at a rate per annum equal to the rate borne by the
Securities of such series; and
	 
	 	(D)	 	all sums paid or advanced by such Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of such Trustee,
its agents and counsel and all other amounts due to such Trustee under Section
607;





     and




     (2) all Events of Default with respect to the Securities of such series, other than the
nonpayment of the principal of Securities of that series which has become due solely by such
acceleration, have been cured or waived as provided in Section 513. No such rescission
shall affect any subsequent default or impair any right consequent thereon.



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




     The Company covenants that if:




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



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


the Company will, upon demand of the Trustee for the Securities of such series, pay to the Trustee,
for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium if any) and interest, if any, with interest upon the overdue
principal (and premium, if any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest at a rate per annum equal to the rate borne
by such Securities; and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel and all other amounts due to
such Trustee under Section 607.




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



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



Section 504. Trustee May File Proofs of Claim.




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




     (i) to file and prove a claim for the whole amount of principal (and premium,
if any) and interest, if any, owing and unpaid in respect of the Securities of such
series and to file such other papers or documents as may be necessary or advisable
in order to have the claims of such Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents and
counsel and all other amounts due to such Trustee under Section 607) and of the
Holders of the Securities of such series allowed in such judicial proceeding; and




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


and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to
such Trustee, and in the event that such Trustee shall consent to the making of such payments
directly to the Holders of


-32-









 






 Securities, to pay to such Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and
counsel, and any other amounts due such Trustee under Section 607.




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



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




     All rights of action and claims under this Indenture or the Securities or coupons of any
series may be prosecuted and enforced by the Trustee for the Securities of any series without the
possession of any of the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by such Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and
counsel and all other amounts due to such Trustee under Section 607, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been recovered.



Section 506. Application of Money Collected.




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




     First: To the payment of all amounts due such Trustee under Section 607;




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




     Third: The balance, if any, to the Company.



Section 507. Limitation on Suits.




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




     (1) an Event of Default with respect to that series shall have occurred and be
continuing and such Holder shall have previously given written notice to the Trustee for the
Securities of such series (other than with respect to an Event of
Default referred to in Sections 501(4) and (5)) of such default and the continuance thereof;



-33-









 






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




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




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




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


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





			
	Section 508.	 	Unconditional Right of Holders to Receive Principal (and Premium, if any)
and Interest, if any.





     Notwithstanding any other provision in this Indenture, the Holder of any 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) interest, if any, on such Security on the respective Stated
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 right shall not be impaired
without the consent of such Holder.



Section 509. Restoration of Rights and Remedies.




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



Section 510. Rights and Remedies Cumulative.




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



-34-









 





Section 511. Delay or Omission Not Waiver.




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



Section 512. Control by Holders.




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




     (1) 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; and




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



Section 513. Waiver of Past Defaults.




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




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




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



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



Section 514. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for the
Securities of any series for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee for the Securities of any series, to any suit instituted by any Holder,
or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any particular series or to any suit instituted by any



-35-









 







Holder of any Security for the
enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date).



Section 515. Waiver of Stay or Extension Laws.




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



ARTICLE 6




The Trustee




Section 601. Certain Duties and Responsibilities.




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




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




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



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



     (c) No provision of this Indenture shall be construed to relieve the Trustee for
Securities of any series 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) such 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;



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     (3) such Trustee shall not be liable with respect to any action taken, suffered 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 particular series,
determined as provided in Section 512, relating to the time, method and place of conducting
any proceeding for any remedy available to such Trustee, or exercising any trust or power
conferred upon such Trustee, under this Indenture with respect to the Securities of that
series; and




     (4) no provision of this Indenture shall require the Trustee for any series of
Securities to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.



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



Section 602. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to Securities of any
particular series, the Trustee for the Securities of such series shall give to Holders of
Securities of that series, in the manner set forth in Section 106, notice of such default known to
such Trustee, unless such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of that series, or in the deposit of any sinking fund payment with respect to
Securities of that series, such Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of such Trustee in good faith determines that the withholding of such notice
is in the best interests of the Holders of Securities of that series. 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 Securities of that series.



Section 603. Certain Rights of Trustee.





Except as otherwise provided in Section 601:




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




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




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



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




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




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




(g) such Trustee may employ or retain such counsel, accountants, appraisers or
other experts or advisers as it may reasonably require for the purpose of determining and
discharging its rights and duties hereunder and shall not be responsible for any misconduct
on the part of any of them;




(h) such Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;




(i) such Trustee shall not be deemed to have notice of any default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Securities and
this Indenture;




(j) the
rights, privileges, protections, immunities and benefits given to such
Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder; and




(k) such Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to
take specified actions
pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.



Section 604. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication thereof and in any coupons shall be taken as the statements of the Company, as the
case may be, and neither the Trustee for any series of Securities, nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee for any series of Securities makes no
representations as to the validity or sufficiency of this Indenture or of the Securities of any
series or coupons, except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the



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Securities, and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and correct, subject to the qualifications set forth therein. Neither the Trustee for any
series of Securities nor any Authenticating Agent shall be accountable for the use or application
by the Company of Securities or the proceeds thereof.



Section 605. May Hold Securities.




     The Trustee for any series of Securities, any Authenticating Agent, Paying Agent, Security
Registrar or any other agent of the Company, or such Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were not such Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.



Section 606. Money Held in Trust.




     Money held by the Trustee for any series of Securities in trust hereunder need not be
segregated from other funds except as provided in Section 408 and except to the extent required by
law. The Trustee for any series of Securities shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company in writing, as the case
may be.



Section 607. Compensation and Reimbursement.




     The Company agrees:




     (1) to pay to the Trustee for any series of Securities as the Company and the Trustee
shall agree in writing from time to time such compensation in Dollars for all services
rendered by it hereunder as shall be agreed upon in writing from time to time (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);




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




     (3) to indemnify such Trustee and its agents in Dollars for, and to hold them harmless
against, any loss, damage, claims, liability or expense incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or administration
of this trust,
including the costs and expenses of defending themselves against any claim, whether
asserted by the Company or any Holder or any other Person, or liability in connection with
the exercise or performance of any of their powers or duties hereunder.



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



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(4) or Section 501(5), the expenses (including the reasonable charges and



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expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar
law.



Section 608. Disqualification; Conflicting Interests.




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




			
	Section 609.	 	Corporate Trustee Required; Different Trustees for Different Series;
Eligibility.





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




          (i) a corporation or banking company 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, and subject to supervision or examination by
Federal or State authority, or




          (ii) a corporation or other Person organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule, regulation, or
other order of the Commission, authorized under such laws to exercise corporate trust
powers, 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 trustee, having a combined capital and surplus of
at least $50,000,000. If such corporation publishes reports of condition at least annually,
pursuant to law or to requirements of the aforesaid 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. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under the common control of the Company shall serve as
Trustee for the Securities. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereunder specified in this Article.



Section 610. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee for the Securities of any series and no
appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements
of Section 611.



     (b) The Trustee for the Securities of any series may resign at any time with respect
to the Securities of such series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee for the Securities of such series within 60 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.



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



     (d) If at any time:




     (1) the Trustee for the Securities of any series shall fail to comply with Section
310(b) of the Trust Indenture Act pursuant to Section 608 hereof after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security of
such series for at least six months, unless the Trustee’s duty to resign is stayed in
accordance with the provisions of Section 310(b) of the Trust Indenture Act, or




     (2) such Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




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




then, in any such case, (i) the Company by a Board Resolution may remove such Trustee and
appoint a successor Trustee or (ii) subject to Section 514, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a successor Trustee.



     (e) If the Trustee for the Securities of any series shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee for the Securities
of any series for any cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee with respect to the Securities of such series and shall comply with the applicable
requirements of Section 611. 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 such
series shall have not been appointed by the Company pursuant to this Section 610, then a successor
Trustee may 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. If no successor
Trustee for the Securities of such series shall have been so appointed by the Company or the
Holders and shall have accepted appointment in the manner required by Section 611, and if such
Trustee to be replaced is still incapable of acting, any Holder who has been a bona fide Holder of
a Security of such series for at least six months, on behalf of himself and all others similarly
situated, or the retiring Trustee, may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



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



Section 611. Acceptance of Appointment by Successor.




     (a) Every such successor Trustee appointed hereunder with respect to the Securities
of any series shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument



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accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.



     (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 each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates; but,
on request of the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates.



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



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



Section 612. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee for the Securities of any series may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Trustee shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of such Trustee, shall be the successor
of such Trustee 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 or the Authenticating Agent for such series then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee or Authenticating Agent, as
the case may be, may adopt such authentication and deliver the



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Securities so authenticated with the
same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated
such Securities.



Section 613. Preferential Collection of Claims Against Company.




     The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated.



Section 614. Authenticating Agents.




     At any time when any of the Securities of any series remain Outstanding, the Trustee for the
Securities of such series may, subject to its sole discretion, appoint one or more Authenticating
Agents with respect to the Securities of such series, which may include the Company or any
Affiliate of the Company, with power to act on the Trustee’s behalf and subject to its discretion
in the authentication and delivery of Securities of such series in connection with transfers and
exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though such
Authenticating Agent had been expressly authorized by those Sections of this Indenture to
authenticate and deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities of such series by an Authenticating Agent for such
Securities pursuant to this Section shall be deemed to be authentication and delivery of such
Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of the United States or
of any State, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $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 the requirements of such supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.



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



     Any Authenticating Agent for any series of Securities may resign at any time by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company in the manner set forth in
Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent for any series of Securities shall cease to be eligible under
this Section, the Trustee for such series may appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Company and shall give written notice of such appointment
to all Holders of Securities of such series in the manner set forth in Section 106. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.



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



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



	 	 	 	 	 	 	 
	The Bank of New York, as Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	 

	 	As Authenticating Agent
	 	 	 	Authorized Signatory”






ARTICLE 7




Holders’ Lists and Reports by Trustee and the Company




Section 701. Company to Furnish Trustee Names and Addresses of Holders.




     With respect to each particular series of Securities, the Company will furnish or cause to be
furnished to the Trustee for the Securities of such series,



     (a) semi-annually, not more than 15 days after each Regular Record Date relating to
Securities of each series at the time Outstanding (or, if there is no Regular Record Date relating
to that series, on June 30 and December 31), a list, in such form as such Trustee may reasonably
require, containing all the information in the possession or control of the Company or any of its
Paying Agents other than such Trustee as to the names and addresses of the Holders of that series
as of such dates,



     (b) on semi-annual dates on each year to be determined pursuant to Section 301 if
the Securities of such series do not bear interest, a list of similar form and content, and



     (c) at such other times as such Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished,
excluding from any such list names and addresses received by such Trustee in its capacity as
Security Registrar for the Securities of such series, if so acting.



Section 702. Preservation of Information; Communications to Holders.




     (a) The Trustee for each series of Securities shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders of the Securities of such series
contained in the most recent lists furnished to such Trustee as provided in Section 701 and the
names and addresses of Holders of the Securities of such series received by such Trustee in its
capacity as Security Registrar for such series, if so acting. The Trustee for each series of
Securities may destroy any list relating to such series of Securities furnished to it as provided
in Section 701 upon receipt of a new list relating to such series so furnished.



     (b) If three or more Holders of Securities of any particular series (hereinafter
referred to as “applicants”) apply in writing to the Trustee for the Securities of any such series,
and furnish to such Trustee reasonable proof that each such applicant has owned a Security of that
series for a period of at



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least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders of Securities of
that series with respect to their rights under this Indenture or under the Securities of that
series and is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then such Trustee shall, within five Business Days after the
receipt of such application, at its election, either




     (i) afford such applicants access to the information preserved at the time by
such Trustee in accordance with Section 702(a), or




     (ii) inform such applicants as to the approximate number of Holders of
Securities of that series whose names and addresses appear in the information
preserved at the time by such Trustee in accordance with Section 702(a), and as to
the approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.



     If any such Trustee shall elect not to afford such applicants access to that information, such
Trustee shall, upon the written request of such applicants, mail to each Holder of Securities of
that series whose name and address appears in the information preserved at the time by such Trustee
in accordance with Section 702(a), a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to such Trustee of the
material to be mailed and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, such Trustee shall mail to such applicants and
file with the Commission, together with a copy of the material to be mailed, a written statement to
the effect that, in the opinion of such Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of that series or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall enter an order so
declaring, such Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender; otherwise such Trustee
shall be relieved of any obligation or duty to such applicants respecting their application.



     (c) Every Holder of Securities of each series, by receiving and holding the same,
agrees with the Company and the Trustee for the Securities of such series that neither the Company
nor such Trustee, nor
any agent of either of them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of the Securities of such series in
accordance with Section 702(b), regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 702(b).



Section 703. Reports by Trustee.




     (a) Within 60 days after March 15 of each year, the Trustee for the Securities of
each series shall mail to each Holder of the Securities of such series entitled to receive reports
pursuant to Section 704(3), a brief report dated as of such date that complies with Section 313(a)
of the Trust Indenture Act. The Trustee for the Securities of each series shall also comply with
Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.



     (b) At the time that the Trustee for the Securities of each series mails such a
report to the Holders of Securities of such series, each such Trustee shall file a copy of that
report with the Commission and



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with each stock exchange on which the Securities of that series are
listed. The Company shall provide notice to the appropriate Trustee when the Securities of any
series are listed on any stock exchange.




ARTICLE 8




Consolidation, Merger, Conveyance or Transfer




Section 801. Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate with or merge with or into, or sell, lease or convey all or
substantially all of its asset to, another Person unless:




     (1) either the Company shall be the resulting, surviving or transferee person, which is
referred to as the “successor”, or the successor is a Person organized and existing under
the laws of the United States of America, any State thereof or the District of Columbia, and
the successor



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(if other than the Company) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee for each series of Securities, in
form reasonably satisfactory to each such Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed
or observed;




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




     (3) the Company has delivered to the Trustee for each series of Securities an Officers’
Certificate and an Opinion of Counsel each stating that such consolidation, merger,
conveyance or transfer and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been complied
with.



Section 802. Successor Person Substituted.




     Upon any consolidation or merger, or any conveyance or transfer of the properties and assets
of the Company substantially as an entirety in accordance with Section 801, the successor Person
formed by such consolidation or into which the Company is merged or to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor Person had been
named as the Company herein and thereafter the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities and, in the event of any such
consolidation, merger, conveyance or transfer, the Company as the predecessor Person may thereupon
or at any time thereafter be dissolved, wound up, or liquidated.



ARTICLE 9




Supplemental Indentures




Section 901. Supplemental Indentures Without Consent of Holders.




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




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




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




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



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




     (4) to pledge property to the Trustee as security for the Securities; or




     (5) to add guarantees with respect to the Securities of any or all of Securities; or




     (6) to evidence and provide for the acceptance of appointment hereunder of a Trustee
other than The Bank of New York as Trustee for a series of Securities and to add to or
change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 609; or




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or




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




     (9) to issue and establish the form and terms and conditions of any series of
Securities; or




     (10) to cure any ambiguity or mistake, to correct or supplement any provision herein
which may be inconsistent with any other provision herein or in the Securities, or to make
any
other provisions with respect to matters or questions arising under this Indenture, as
long as the interests of the Holders of Securities of any particular series are not
adversely affected in any material respect.



Section 902. Supplemental Indentures With Consent of Holders.




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




     (1)
reduce the principal or any premium or change the Stated Maturity thereof on any Security of such series; or




     (2)
reduce the rate of, or change the Stated Maturity of, any payment of
interest on any Security of such series; or




     (3)
change the currency or currency unit in which principal, premium or
interest are payable on the Securities of any series or change the
Place of Payment thereof; or





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     (4) reduce the percentage in principal amount of the Outstanding Securities of any
particular series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver
of any provision of this Indenture; or




     (5)
modify the right of any Holder to receive or sue for payment of
principal, premium or interest that would be due at the Stated
Maturity thereof; or




     (6) expressly subordinate the obligations of any series of Securities to other
Indebtedness of the Company.


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




     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 903. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee for any series of Securities shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee for any series of
Securities may, but shall not be obligated to, enter into any such supplemental indenture which
affects such Trustee’s own rights, liabilities, duties or immunities under this Indenture or
otherwise.



Section 904. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture with respect to any series of Securities
under this Article, this Indenture with respect to such series of Securities 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 of such series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.



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Section 905. 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 906. Reference in Securities to Supplemental Indentures.




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



ARTICLE 10




Covenants




Section 1001. Payment of Principal (and Premium, if any) and Interest, if any.




     The Company agrees, for the benefit of each particular series of Securities, that it will duly
and punctually pay in the currency or currency unit in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
the principal of (and premium, if any) and interest, if any, on that series of Securities in
accordance with the terms of the Securities of such series, any coupons appertaining thereto and
this Indenture. An installment of principal of or interest on Securities shall be considered paid
on the date it is due if the Trustee or a Paying Agent (other than the Company or an Affiliate of
the Company) holds on that date immediately available funds designated for and sufficient to pay
such installment.



Section 1002. Maintenance of Office or Agency.




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



     Unless otherwise specified with respect to any Securities pursuant to Section 301 with respect
to a series of Securities, the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, the City of New York,
and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and
as its agent to receive all such presentations, surrenders, notices and demands.



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




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



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



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




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




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




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



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



Section 1004.
Offer to Repurchase Upon Change of Control Triggering Event




     (A) Upon the occurrence of a Change of Control Triggering Event, unless the Company has
exercised its right to redeem the Securities of such series pursuant
to Section 1108, each Holder will have the right to
require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of
$1,000 in excess thereof) of each Holder’s Securities pursuant to the offer described below (the
“Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control
Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall mail
a notice to each Holder



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describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the Securities on the date specified in the
notice, which date will be no later than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein
and described in such notice. The Company shall comply with the requirements of Rule 14e–1 under
the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of Securities as a result of a
Change of Control Triggering Event. To the extent that the provisions of any securities laws or
regulations conflict with this Section 1004(A), the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this
Section 1004 by virtue of such conflicts.



     (B) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept
for payment all Securities or portions thereof properly tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Securities of such series or portions thereof properly tendered and (iii) deliver or
cause to be delivered for cancellation to the Trustee the Securities properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Securities or portions
thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of
Securities properly tendered the Change of Control Payment for such Securities, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a
new Security of such series equal in principal amount to any unpurchased portion of the Securities
surrendered by such Holder, if any; in denominations as set forth in the Indenture.



Section 1005. Statements as to Compliance.




     The Company will deliver to the Trustee for each series of Securities, within 120 days after
the end of each fiscal year, a written statement signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company stating that:




     (1) a review of the activities of the Company during such year and of performance under
this Indenture has been made under his supervision; and




     (2) to the best of his knowledge, based on such review, the Company is in compliance
with all conditions and covenants under this Indenture.



     For purposes of this Section, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.



Section 1006. Corporate Existence.




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



Section 1007. Limitation on Liens




     The Company shall not, and shall not permit any of its Principal Subsidiaries to, issue,
assume, Incur or guarantee any Indebtedness secured by a lien, which includes any mortgage, pledge,
lien or other



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encumbrance, directly or indirectly, on any of the Common Stock of a Principal
Subsidiary owned by the Company or any of its Principal Subsidiaries, unless the Company’s
obligations under the Securities and, if the Company so elects, any other Indebtedness of the
Company ranking on a parity with, or prior to, the Securities, shall be secured equally and ratably
with, or prior to, such secured Indebtedness so long as it is outstanding and is so secured. The
foregoing limitation on liens will not apply to any lien upon the Common Stock of any Principal
Subsidiary existing at the time such entity becomes a Principal Subsidiary if the aggregate amount
of all Indebtedness then outstanding and secured by such lien and all similar
liens does not exceed 10% of Consolidated Net Worth of the Company and its Subsidiaries as of the
most recent quarterly consolidated balance sheet of the Company and its Subsidiaries.



Section 1008. Intentionally Omitted.



Section 1009. Intentionally Omitted.



Section 1010. Reports By Company




     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture
Act; provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is so required to be filed with the Commission; or, if the Company is
not required to file information, documents or reports pursuant to either of said Sections, then it
will file with the Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the information, documents and other
reports, and such summaries thereof, which may be required pursuant to Section 13 of the Exchange
Act in respect of which a security listed and registered on a national securities exchange as may
be prescribed from time to time in such rules and regulations. The Company will be deemed to have
furnished such reports to Holders of Securities if it has filed such reports with the Commission
using the EDGAR filing system and such reports are publicly available via EDGAR.



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



Section 1011. Statement by Officers as to Default




     The
Company shall deliver to the Trustee, as soon as possible and in any
event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an event which,
with notice or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or event and the action which the
Company proposes to take with respect thereto.



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ARTICLE 11




Redemption of Securities




Section 1101. Applicability of This Article.




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



Section 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities of any series shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any particular series, the Company shall, at least 30 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee for the Securities of such series) notify the Trustee by Company Request of such
Redemption Date and of the principal amount of Securities of that series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the Trustee to select the
Securities to be redeemed pursuant to Section 1103. In the case of any redemption of Securities of
any series prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee for
Securities of such series with an Officers’ Certificate evidencing compliance with such
restriction.



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




     If less than all the Securities are to be redeemed, the Company may select the series to be
redeemed, and if less than all the Securities of any series are to be redeemed, the particular
Securities of that series to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee for the Securities of such series, from the Outstanding Securities
of that series not previously called for redemption, on a pro rata basis or by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series, or any integral multiple thereof) of
the principal amount of Securities of that series of a denomination larger than the minimum
authorized denomination for Securities of that series
pursuant to Section 302 in the currency or currency unit in which the Securities of such
series are denominated.



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



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



     Notwithstanding anything else contained in this Section 1103, the selection of Securities, or
portions thereof, that are represented by a Global Security or that are held by or on behalf of a
Depositary, in the case of any partial redemption, shall also be made in accordance with the
applicable rules and



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procedures of such Depositary and neither the Trustee nor the Company shall
have any liability or responsibility with respect thereto.



Section 1104. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 106 not later than the
thirtieth (30th) day and not earlier than the sixtieth (60th) day prior to
the Redemption Date, to each Holder of Securities to be redeemed.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




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




     (4) in case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender of such
Security, the Holder will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,




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




     (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any,




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




     (8) the name and address of the Paying Agent,




     (9) that Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price, and




     (10) that no representation is made as to the accuracy or correctness of the CUSIP
numbers listed in such notice or printed on the Securities.



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



Section 1105. Deposit of Redemption Price.




     Prior to the opening of business on any Redemption Date, the Company shall deposit with the
Trustee for the Securities to be redeemed or with a Paying Agent for such Securities (or, if the
Company is acting as its own Paying Agent for such Securities, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currency unit in which the
Securities of such series are



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payable (except as otherwise specified pursuant to Section 301 for
the Securities of such Series) sufficient to pay the principal amount of (and premium, if any,
thereon), and (except if the Redemption Date shall be an Interest Payment Date) any accrued
interest on, all the Securities which are to be redeemed on that date.



Section 1106. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified in the
currency or currency unit in which the Securities of such series are payable (except as otherwise
provided pursuant to Section 301 for the Securities of such series) and from and after such date
(unless the Company shall default in the payment of the Redemption Price) such Securities shall
cease to bear interest. Upon surrender of such Security for redemption in accordance with said
notice, such Security or specified portions thereof shall be paid by the Company at the Redemption
Price; provided, that unless otherwise specified as contemplated by Section 301, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest
from the Redemption Date at a rate per annum equal to the rate borne by the Security.



Section 1107. Securities Redeemed in Part.




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



Section 1108. Optional Redemption




     (a) Unless otherwise specified pursuant to Section 3.01 hereof, except as set forth
in clause (b) of this Section 1108, the Securities shall not be redeemable at the Company’s option.



     (b) The Company may redeem Securities of any series, at its option, at any time in
whole, or from time to time in part, at a price equal to the greater of (1) 100% of the principal
amount of the Securities to be redeemed and (2) the sum of the present values of the remaining
scheduled payments on such series of Securities to be redeemed consisting of principal and
interest, exclusive of interest accrued to the date of redemption, discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the applicable Treasury Yield plus     basis points, plus accrued interest to the date of
redemption.



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     Any redemption pursuant to this Section 1108 shall be made pursuant to the provisions of
Sections 1101 through 1107 hereof.



ARTICLE 12




Sinking Funds




Section 1201. Applicability of This Article.




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



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



Section 1202. Satisfaction of Sinking Fund Payments With Securities.




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



Section 1203. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any particular series of
Securities, the Company will deliver to the Trustee for the Securities of such series an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied
by payment of cash in the currency or currency unit in which the Securities of that series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of that series)
and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of
that series pursuant to Section 1202 and shall state the basis for such credit and that such
Securities have not previously been so credited and will also deliver to such Trustee any
Securities to be so delivered. Such Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided



-57-









 







in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.



* * *




     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.



-58-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture dated as of March [ ], 2007
to be duly executed as of March [ ], 2007.



	 	 	 	 	 
	 	COVENTRY HEALTH CARE, INC.,

Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	Shawn M. Guertin 	 
	 	 	Title:  	Executive Vice President, Chief
Financial Officer and Treasurer 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-59-









 






	 	 	 	 	 



Exhibit A




[Insert Global Security Legend, if applicable, pursuant to the

provisions of the Indenture].




COVENTRY HEALTH CARE, INC.



% Senior Notes due




	 	 	 
	No.                     

	 	CUSIP NO.                     
	 

	 	ISIN NO.                     
	 
	 	 
	 

	 	$                    
	 

	 	[as revised by “Exchanges of Interests
	 

	 	in the Global Security,” attached hereto]1






          Coventry Health Care, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                                                             , or registered
assigns, the principal sum of                                         Dollars[, or such greater or lesser amount set forth on “Exchanges of
Interests in the Global Security,” attached hereto,]1 on                                         and to pay interest thereon from                   
                      or from
the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on                                         and in each year, commencing ,                           
              at the rate of                     % per annum, until the principal
hereof is paid or made available for payment; provided that any principal and any such installment
of interest that is overdue shall bear interest at the rate of                     % per annum (to the extent that
payment of such interest shall be legally enforceable) from the dates such amounts are due until
they are paid or made available for payment. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for
(except for Defaulted Interest), on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the or                     (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date even if Securities are cancelled, repurchased or redeemed after the Regular Record Date and on
or before the Interest Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture.




          If this is not a Global Security, payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in , in such coin or currency of the United States of America as at the time of






 




			
	1	 	If this Security is a Global Security, include this provision.




 









 









payment is legal tender for payment of public and private debts; provided, however, that
payments of interest will be made by wire transfer if a Holder of at least $1,000,000 in principal
amount of the Securities has given wire transfer instructions to the Trustee at least 15 business
days prior to the applicable Interest Payment Date. [Payments in respect of Securities represented
by a Global Security (including principal, premium, if any, and interest) will be made by the
transfer of immediately available funds to the accounts specified by DTC or any successor
depository.]1




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.






 




			
	1	 	If this Security is a Global Security, include this provision.




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          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.




          In Witness Whereof, the Company has caused this instrument to be duly executed.



Dated:




	 	 	 	 	 
	 	COVENTRY HEALTH CARE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



          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 	 	 



A-3









 






	 	 	 	 	 



(Form of Reverse of Security)




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued under an Indenture, dated as of March ___, 2007 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York, as trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered.




          The Securities are subject to redemption prior to the Stated Maturity upon not less than 30
nor more than 60 days’ notice by mail, at any time, as a whole or from time to time, in part, at
the election of the Company, at a Redemption Price equal to the greater of (1) 100% of the
principal amount of the Securities to be redeemed or (2) the sum of the present values of the
remaining scheduled payments on the Securities to be redeemed consisting of principal and interest,
exclusive of interest accrued to the Redemption Date, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus                     basis points, plus accrued and unpaid interest to the Redemption Date; provided interest
installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities of record at the close of business on the relevant Regular Record Dates
referred to on the face hereof, all as provided in the Indenture.




          Upon the occurrence of a Change of Control Triggering Event, each Holder of Securities will
have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of such Holder’s Securities pursuant to a Change of Control
Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, thereon, to the Change of Control Payment
Date. Within 30 days following any Change of Control Triggering Event, the Company shall mail to
each Holder a notice setting forth the procedures governing such Change of Control Offer as
required by the Indenture.




          In the event of redemption or repurchase of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.




          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification or waiver of the rights and obligations of the Company and the rights of the
Holders of the Securities to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of more than 50% in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Securities, to waive compliance with certain
provisions of the Indenture and certain past Defaults (other than with respect to nonpayment or in
respect of a provision that cannot be amended




A-4









 







without the written consent of each Holder affected) under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in aggregate principal amount of the Securities at
the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee satisfactory indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of
Securities at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing,
and thereupon one or more new Securities of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.




          The Securities are issuable only in registered form without coupons in denominations of $2,000
and integral multiples of $1,000 thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          The Indenture and the Securities shall be governed by, and construed in accordance with, the
laws of the State of New York.




A-5









 








          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




A-6









 








ASSIGNMENT FORM






To assign this Security, fill in the form below and have your signature guaranteed:
(I) or (we) assign and transfer this Note to



	 
	 

	(Insert assignee’s soc. sec. or tax I.D. no.)

	 

	 

	 

	 

	(Print or type assignee’s name, address and zip code)






and
irrevocably appoint                                          agent
to transfer this Security on the books of the Company. The agent may substitute another to act for
him.




	 	 	 	 	 	 	 
	Date: 

	 	 	 	Your Name: 	 
	 

	 
	 	 	 
	 

	 	 	 	(Print your name exactly as it appears on the face of this Note)






	 	 	 	 	 
	 

	 	Your Signature: 	 	 
	 

	 	 	 
	 

	 	(Sign exactly as your name appears on the face of this Note)






	 	 	 	 	 
	 

	 	Signature Guarantee*:	 	 
	 

	 	 	 	 







 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).




A-7









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Security purchased by the Company pursuant to Section
1004 of the Indenture, check the box below:



     [_] Section 1004



     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 1004 of the Indenture, state the amount you elect to have purchased:


$                    




	 	 	 	 	 	 	 
	Date: 

	 	 	 	Your Signature: 	 	 
	 

	 
	 	 	 
	 

	 	 	 	 	(Sign exactly as your name appears on the face of this Note)






	 	 	 	 	 	 	 	 	 
	 
	 	Tax Identification No: 	 	 	 
	 
	 	 	 	 	 	 




Signature Guarantee*:




	 	 	 
	 


	 	 
	(*Participant in a Recognized Signature 

Guarantee Medallion Program)
	 	 






A-8









 






EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY1




     The following exchanges of a part of this Global Security for an interest in another
Global Security or for a definitive Security, or exchanges of a part of another Global Security or
definitive Security for an interest in this Global Security, have been made:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	 	Signature of
	 	 	Amount of	 	 	Amount of	 	 	Amount of this	 	 	authorized
	 	 	decrease in	 	 	increase in	 	 	Global Security	 	 	signatory of
	 	 	Principal	 	 	Principal	 	 	following such	 	 	Trustee or
	Date of	 	Amount of this	 	 	Amount of this	 	 	decrease (or	 	 	Security
	Exchange	 	Global Security	 	 	Global Security	 	 	increase)	 	 	Custodian








 




			
	 	 	1 If this Security is a Global Security, include this provision.






A-9