exv4w6



 





EXHIBIT 4.6




DENDREON CORPORATION, as the Company




and




THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee



 




INDENTURE



 




Dated as
of March 16, 2007




DEBT SECURITIES





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 1.01
	 	Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2 SECURITY FORMS	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 2.01
	 	Forms Generally
	 	 	5	 
	 

	 	SECTION 2.02
	 	Form of Trustee’s Certificate of Authentication
	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3 ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 3.01
	 	Amount Unlimited; Issuable in Series
	 	 	6	 
	 

	 	SECTION 3.02
	 	Authentication and Delivery of Securities
	 	 	8	 
	 

	 	SECTION 3.03
	 	Execution of Securities
	 	 	9	 
	 

	 	SECTION 3.04
	 	Certificate of Authentication
	 	 	9	 
	 

	 	SECTION 3.05
	 	Denomination and Date of Securities; Payments of Interest
	 	 	9	 
	 

	 	SECTION 3.06
	 	Global Security Legend
	 	 	10	 
	 

	 	SECTION 3.07
	 	Registration, Transfer and Exchange
	 	 	10	 
	 

	 	SECTION 3.08
	 	Book-Entry Provisions for Global Securities
	 	 	12	 
	 

	 	SECTION 3.09
	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	13	 
	 

	 	SECTION 3.10
	 	Cancellation of Securities
	 	 	14	 
	 

	 	SECTION 3.11
	 	Temporary Securities
	 	 	14	 
	 

	 	SECTION 3.12
	 	Computation of Interest
	 	 	15	 
	 

	 	SECTION 3.13
	 	CUSIP and ISIN Numbers
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4 CERTAIN COVENANTS	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 4.01
	 	Payment of Principal, Premium and Interest on Securities
	 	 	15	 
	 

	 	SECTION 4.02
	 	Maintenance of Office or Agency
	 	 	15	 
	 

	 	SECTION 4.03
	 	Money for Securities Payments to be Held in Trust
	 	 	16	 
	 

	 	SECTION 4.04
	 	Existence
	 	 	17	 
	 

	 	SECTION 4.05
	 	Statement by Officers as to Default
	 	 	17	 
	 

	 	SECTION 4.06
	 	Waiver of Certain Covenants
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5 REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 5.01
	 	Events of Default
	 	 	18	 
	 

	 	SECTION 5.02
	 	Acceleration
	 	 	19	 
	 

	 	SECTION 5.03
	 	Other Remedies
	 	 	19	 
	 

	 	SECTION 5.04
	 	Waiver of Past Defaults
	 	 	20	 
	 

	 	SECTION 5.05
	 	Control by Majority
	 	 	20	 
	 

	 	SECTION 5.06
	 	Limitation on Suits
	 	 	20	 
	 

	 	SECTION 5.07
	 	Rights of Holders to Receive Payment
	 	 	21	 
	 

	 	SECTION 5.08
	 	Collection Suit by Trustee
	 	 	21	 
	 

	 	SECTION 5.09
	 	Trustee May File Proofs of Claim
	 	 	21	 
	 

	 	SECTION 5.10
	 	Priorities
	 	 	22	 
	 

	 	SECTION 5.11
	 	Undertaking for Costs
	 	 	22	 
	 

	 	SECTION 5.12
	 	Restoration of Rights and Remedies
	 	 	22	 
	 

	 	SECTION 5.13
	 	Rights and Remedies Cumulative
	 	 	22	 






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	 	SECTION 5.14
	 	Delay or Omission Not Waiver
	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6 CONCERNING THE TRUSTEE	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 6.01
	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default
	 	 	23	 
	 

	 	SECTION 6.02
	 	Certain Rights of the Trustee
	 	 	24	 
	 

	 	SECTION 6.03
	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof
	 	 	25	 
	 

	 	SECTION 6.04
	 	Trustee and Agents May Hold Securities; Collections, etc
	 	 	25	 
	 

	 	SECTION 6.05
	 	Moneys Held by Trustee
	 	 	26	 
	 

	 	SECTION 6.06
	 	Notice of Default
	 	 	26	 
	 

	 	SECTION 6.07
	 	Compensation and Indemnification of Trustee and Its Prior Claim
	 	 	26	 
	 

	 	SECTION 6.08
	 	Right of Trustee to Rely on Officers’ Certificate, etc
	 	 	27	 
	 

	 	SECTION 6.09
	 	Persons Eligible for Appointment as Trustee
	 	 	27	 
	 

	 	SECTION 6.10
	 	Resignation and Removal; Appointment of Successor Trustee
	 	 	27	 
	 

	 	SECTION 6.11
	 	Acceptance of Appointment by Successor
	 	 	29	 
	 

	 	SECTION 6.12
	 	Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	30	 
	 

	 	SECTION 6.13
	 	Preferential Collection of Claims
	 	 	30	 
	 

	 	SECTION 6.14
	 	Conflicting Interests
	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7 CONCERNING THE HOLDERS	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 7.01
	 	Evidence of Action Taken by Holders
	 	 	31	 
	 

	 	SECTION 7.02
	 	Proof of Execution of Instruments and of Holding of Securities; Record Date
	 	 	31	 
	 

	 	SECTION 7.03
	 	Who May Be Deemed Owners of Securities
	 	 	31	 
	 

	 	SECTION 7.04
	 	Securities Owned by Company Deemed Not Outstanding
	 	 	31	 
	 

	 	SECTION 7.05
	 	Record Date for Action by Securityholders
	 	 	32	 
	 

	 	SECTION 7.06
	 	Right of Revocation of Action Taken
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 8 SUPPLEMENTAL INDENTURES	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 8.01
	 	Supplemental Indentures Without Consent of Holders
	 	 	33	 
	 

	 	SECTION 8.02
	 	With Consent of Holders
	 	 	34	 
	 

	 	SECTION 8.03
	 	Effect of Supplemental Indenture
	 	 	35	 
	 

	 	SECTION 8.04
	 	Documents to Be Given to Trustee; Compliance with TIA
	 	 	35	 
	 

	 	SECTION 8.05
	 	Notation on Securities in Respect of Supplemental Indentures
	 	 	35	 
	 
	ARTICLE 9 CONSOLIDATION, MERGER OR SALE OF ASSETS	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 9.01
	 	When the Company May Merge, Etc
	 	 	35	 
	 

	 	SECTION 9.02
	 	Successor Corporation Substituted
	 	 	36	 
	 

	 	SECTION 9.03
	 	Opinion of Counsel to Trustee
	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 10 REDEMPTION OF SECURITIES	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 10.01
	 	Applicability of Article
	 	 	36	 






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	 	SECTION 10.02
	 	Notice of Redemption; Partial Redemptions
	 	 	37	 
	 

	 	SECTION 10.03
	 	Payment of Securities Called for Redemption
	 	 	37	 
	 
	ARTICLE 11 DEFEASANCE AND COVENANT DEFEASANCE	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 11.01
	 	Applicability of the Article; Company’s Option to Effect Defeasance or
Covenant Defeasance
	 	 	38	 
	 

	 	SECTION 11.02
	 	Legal Defeasance and Discharge
	 	 	38	 
	 

	 	SECTION 11.03
	 	Covenant Defeasance
	 	 	39	 
	 

	 	SECTION 11.04
	 	Conditions to Legal or Covenant Defeasance
	 	 	39	 
	 

	 	SECTION 11.05
	 	Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions
	 	 	41	 
	 

	 	SECTION 11.06
	 	Repayment to the Company
	 	 	41	 
	 

	 	SECTION 11.07
	 	Reinstatement
	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 12 SATISFACTION AND DISCHARGE	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 12.01
	 	Satisfaction and Discharge of Indenture
	 	 	42	 
	 

	 	SECTION 12.02
	 	Application of Trust Money
	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 13 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 13.01
	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	43	 
	 

	 	SECTION 13.02
	 	Preservation of Information; Communications to Holders
	 	 	44	 
	 

	 	SECTION 13.03
	 	Reports by the Trustee
	 	 	45	 
	 

	 	SECTION 13.04
	 	Reports by the Company
	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 14 SINKING FUNDS	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 14.01
	 	Applicability of Article
	 	 	45	 
	 

	 	SECTION 14.02
	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	45	 
	 

	 	SECTION 14.03
	 	Redemption of Securities for Sinking Fund
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 15 MISCELLANEOUS PROVISIONS	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 15.01
	 	Incorporators, Stockholders, Officers and Directors of Company Exempt from
Individual Liability
	 	 	46	 
	 

	 	SECTION 15.02
	 	Provisions of Indenture for the Sole Benefit of Parties and Holders
	 	 	46	 
	 

	 	SECTION 15.03
	 	Successors and Assigns of Company Bound by Indenture
	 	 	46	 
	 

	 	SECTION 15.04
	 	Notices to Holders
	 	 	47	 
	 

	 	SECTION 15.05
	 	Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein
	 	 	47	 
	 

	 	SECTION 15.06
	 	Payments Due on Saturdays, Sundays and Holidays
	 	 	48	 
	 

	 	SECTION 15.07
	 	Conflict of Any Provision of Indenture with Trust Indenture Act
	 	 	48	 
	 

	 	SECTION 15.08
	 	New York Law to Govern
	 	 	48	 
	 

	 	SECTION 15.09
	 	Third Party Beneficiaries
	 	 	48	 
	 

	 	SECTION 15.10
	 	Counterparts
	 	 	48	 
	 

	 	SECTION 15.11
	 	Effect of Headings
	 	 	48	 
	 

	 	SECTION 15.12
	 	Severability
	 	 	48	 






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DENDREON CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939 and this Indenture




	 	 	 
	Trust Indenture Act	 	Indenture
	Section	 	Section
	310 (a) (1)
	 	6.09
	(a) (2)
	 	6.09
	(a) (3)
	 	Not Applicable
	(a) (4)
	 	Not Applicable
	(a) (5)
	 	6.09
	(b)
	 	6.10
	311 (a)
	 	6.13
	(b)
	 	6.13
	(b) (2)
	 	6.13
	312 (a)
	 	13.01, 13.02 (a)
	(b)
	 	13.02 (b)
	(c)
	 	13.02 (c)
	313 (a)
	 	13.03 (a)
	(b)
	 	13.03 (a)
	(c)
	 	13.03 (a), 13.03 (b)
	(d)
	 	13.03 (b)
	314 (a)
	 	13.04
	(b)
	 	Not Applicable
	(c) (1)
	 	15.05
	(c) (2)
	 	15.05
	(c) (3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	15.05
	315 (a)
	 	6.01
	(b)
	 	6.06, 14.03
	(c)
	 	6.01
	(d)
	 	6.01
	(d) (1)
	 	6.01
	(d) (2)
	 	6.01
	(d) (3)
	 	6.01
	(e)
	 	5.11
	316 (a) (1) (A)
	 	5.05
	(a) (1) (B)
	 	5.02
	(a) (2)
	 	Not Applicable
	(b)
	 	5.07
	(c)
	 	7.02
	317 (a) (1)
	 	5.08
	(a) (2)
	 	5.09
	(b)
	 	4.03
	318 (a)
	 	15.07








 




			
	*	 	This cross-reference table shall not, for any purpose, be deemed to be part of this
Indenture.




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     THIS
INDENTURE, dated as of March 16, 2007, between Dendreon Corporation, a Delaware
corporation (the “Company”), and The Bank of New York Trust Company, N.A. (the “Trustee”);



W I T N E S S E T H:




     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided; and



     WHEREAS, all things necessary to make the Indenture a valid indenture and agreement of the
Company, according to its terms, have been done;



     NOW, THEREFORE:



     In consideration of the premises and the purchase of the Securities by the Holders thereof,
the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective Holders from time to time of the Securities as follows:



ARTICLE 1




DEFINITIONS




     SECTION 1.01 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section. All other terms used in this Indenture which are defined in the Trust Indenture Act
or the definitions of which in the Securities Act are referred to in the Trust Indenture Act
(except as herein otherwise expressly provided or unless the context otherwise clearly requires),
shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities
Act as in force at the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings given to them in accordance with generally accepted accounting
principles in the United States (whether or not such is indicated herein). 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. The terms defined in this Article
include the plural as well as the singular.



     “Agent Members” has the meaning provided in Section 3.08(a).



     “Board of Directors” means, with respect to any Person, the Board of Directors of such Person,
or any authorized committee of the Board of Directors of such Person or any officer of such Person
duly authorized by the Board of Directors of such Person to take a specific action.



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



 









 





     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks
in the cities of New York are authorized or obligated by law or executive order to close.



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



     “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” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, a Vice Chairman of the Board, its President, Chief
Executive Officer or a Senior Vice President, and by its Chief Financial Officer, Treasurer, an
Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant
Secretary, and delivered to the Trustee.


“Corporate Trust Office” means the corporate trust office of the Trustee at which the corporate
trust business of the Trustee shall, at any particular time, be principally administered, which
office is, at the date as of which this Indenture is dated, located at The Bank of New York Trust
Company, N.A., 700 S. Flower Street, Suite 500, Los Angeles, California 90017, Attention:
Corporate Trust Trustee Administration.




     “Covenant Defeasance” has the meaning provided in Section 11.03.



     “Default” means any event that is or with the passage of time or the giving of notice or both
would be an Event of Default.



     “Depositary” means The Depository Trust Company, its nominees, and their respective
successors.



     “Event of Default” means any event or condition specified as such in Section 5.01 which shall
have continued for the period of time, if any, therein designated.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Global Securities” means securities of or within a series issuable in whole or in part in
global form, which securities shall be deposited with the Trustee as custodian for the Depositary
and registered in the name of Cede & Co., as nominee for the Depositary.



     “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America, and the payment for which the United States pledges its full faith and credit.



     “Holder,” “Holder of Securities,” “Securityholder” or other similar terms mean the registered
holder of any Security.



-2-









 





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



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



     “Legal Defeasance” has the meaning provided in Section 11.02.



     “Material Adverse Effect” means a material adverse effect on the business, assets, financial
condition or results of operations of the Company (taken together with its Subsidiaries as a
whole).



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



     “Notice of Default” has the meaning provided in Section 6.06.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President, Chief Executive Officer or any Senior Vice President of the Company, and by the Chief
Financial Officer, Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or outside counsel to the Company or who may be other counsel satisfactory to the
Trustee.



     “outstanding”, when used with reference to Securities, subject to the provisions of Article 7
means, as of any particular time, all Securities authenticated and delivered by the Trustee under
this Indenture, except



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



     (b) Securities, or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent
(other than the Company) or shall have been set aside, segregated and held in trust by the Company
(if the Company shall act as its own Paying Agent), provided that if such Securities are to be
redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein
provided, or provision satisfactory to a Responsible Officer of the Trustee shall have been made
for giving such notice;



     (c) Securities in substitution for which other Securities shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of Section 3.09 (unless proof
satisfactory to the Trustee and the Company is presented that any of such Securities is held by a



-3-









 







person in whose hands such Security is a legal, valid and binding obligation of the Company);
and



     (d) Securities that have been defeased pursuant to Section 12.01.



     “Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if
any, or interest on any Securities on behalf of the Company. The Company may act as Paying Agent
with respect to any Securities issued hereunder.



     “Payment Office,” when used with respect to the Securities of or within any series, means the
place or places where the principal of (and premium, if any) and interest on such Securities are
payable as contemplated by Sections 3.01 and 4.01.



     “Person” means any individual, corporation, partnership, joint stock company, business trust,
trust, unincorporated association, joint venture or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.



     “Physical Securities” means Securities issued pursuant to Section 3.02 in exchange for
interest in the Global Security or pursuant to Section 3.08(b) in registered form substantially in
the form hereinabove recited.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.09 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



     “principal,” wherever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any.”



     “Principal Amount,” when used with respect to any Security, means the amount of principal of
such Security that could then be declared due and payable pursuant to Section 5.02.



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



     “Registrar” has the meaning provided in Section 3.07.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.01.



     “Responsible Officer,” when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee including any vice president, any trust officer, any
assistant vice president, any assistant secretary, any assistant treasurer, or any other officer of
the Trustee customarily performing functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred



-4-









 







because of his or her knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Security” or “Securities” means any Security or Securities, as the case may be, authenticated
and delivered under this Indenture.



     “Security Register” has the meaning provided in Section 3.07.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the
date as of which this Indenture was originally executed, and “TIA”, when used in respect of an
indenture supplemental hereto, means such Act as in force at the time such indenture supplemental
hereto becomes effective.



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



ARTICLE 2




SECURITY FORMS




     SECTION 2.01 Forms Generally. The Securities of each series shall be in substantially
the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of the Securities. If
the form of Securities of any series is established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.02 for the authentication and delivery of such Securities.



     The Trustee’s certificate of authentication on all Securities shall be in substantially the
form set forth in this Article.



-5-









 





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



     SECTION 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s
certificate of authentication shall be substantially in the following form:



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



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

     Authorized Signatory
	 	 






ARTICLE 3




ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES




     SECTION 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.



     The Securities may be issued from time to time in one or more series. Prior to the issuance
of Securities of any series, there shall be established in or pursuant to (i) a Board Resolution,
(ii) action taken pursuant to a Board Resolution and (subject to Sections 3.03 and 3.04) set forth,
or determined in the manner provided, in an Officers’ Certificate, or (iii) one or more indentures
supplemental hereto:



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



     (2) the purchase price, denomination and any limit upon the aggregate principal amount of the
Securities of the 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 the series pursuant to Sections 3.07, 3.09, 3.11, 11.02 or 12.01);



     (3) the Person to whom any interest on a Security of the series shall be payable, if other
than the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest;



     (4) the date or dates on which the principal of and premium, if any, on the Securities of the
series is payable or the method of determination thereof;



     (5) the rate or rates at which the Securities of the series shall bear interest, if any, or
the method of calculating such rate or rates of interest, the date or dates from which such
interest



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shall accrue or the method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest shall be payable and the Regular Record Date, if any, for
the interest payable on any Interest Payment Date;



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



     (7) the place or places where the Securities may be exchanged or transferred;




     (8) the period or periods within which, the price or prices at which, the currency or
currencies (including currency unit or units) in which, and the other terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the option of the Company,
if the Company is to have that option, and, if other than as provided in Section 10.02, the manner
in which the particular Securities of such series (if less than all Securities of such series are
to be redeemed) are to be selected for redemption;



     (9) the obligation, if any, of the Company to redeem or purchase Securities of the series in
whole or in part pursuant to any sinking fund or analogous provisions or upon the happening of a
specified event or at the option of a Holder thereof and the period or periods within which, the
price or prices at which, and the other terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;



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



     (11) if other than U.S. dollars, the currency or currencies (including currency unit or units)
in which payments of principal of, premium, if any, and interest on the Securities of the series
shall or may by payable, or in which the Securities of the series shall be denominated, and the
particular provisions applicable thereto;



     (12) if the payments of principal of, premium, if any, or interest on the Securities of the
series are to be made, at the election of the Company or a Securityholder, in a currency or
currencies (including currency unit or units) other than that in which such Securities are
denominated or designated to be payable, the currency or currencies (including currency unit or
units) in which such payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be determined, and the
particular provisions applicable thereto;



     (13) if the amount of payments of principal of, premium, if any, and interest on the
Securities of the series shall be determined with reference to an index, formula or other method
(which index, formula or method may be based, without limitation, on a currency or currencies
(including currency unit or units) other than that in which the Securities of the series are
denominated or designated to be payable), the index, formula or other method by which such amounts
shall be determined;



     (14) if other than the entire principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the



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Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be
determined;



     (15) any modifications of or additions to the Events of Default or the covenants of the
Company set forth herein with respect to Securities of the series;



     (16) if either or both of Section 11.02 and Section 11.03 shall be inapplicable to the
Securities of the series (provided that if no such inapplicability shall be specified, then both
Section 11.02 and Section 11.03 shall be applicable to the Securities of the series);



     (17) if other than the Trustee, the identity of the Registrar and any Paying Agent;




     (18) if the Securities of the series shall be issued in whole or in part in global form, (i)
the Depositary for such global Securities, (ii) the form of any legend in addition to or in lieu of
that in Section 3.06 which shall be borne by such global Security, (iii) whether beneficial owners
of interests in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form and denomination,
and (iv) if other than as provided in Section 3.07, the circumstances under which any such exchange
may occur; and



     (19) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 8.01, but which may modify or delete any
provision of this Indenture insofar as it applies to such series), including any terms which may be
required by or advisable under the laws of the United States of America or regulations thereunder
or advisable (as determined by the Company) in connection with the marketing of Securities of the
series.



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant to
a Board Resolution and (subject to Sections 3.02 through 3.05) set forth, or determined in the
manner provided, in an Officers’ Certificate or (iii) in any such indenture supplemental hereto.
All Securities of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for issuances of additional
Securities of such series.



     If any of the terms of the Securities of any series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the
terms of the Securities of such series, and an appropriate record of any action taken pursuant
thereto in connection with the issuance of any Securities of such series shall be delivered to the
Trustee prior to the authentication and delivery thereof.



     SECTION 3.02 Authentication and Delivery of Securities. Upon the execution and
delivery of this Indenture, or from time to time thereafter, Securities may be executed by the
Company and delivered to the Trustee for authentication, and upon delivery to the Trustee of all
documents and certificates as required by this Indenture, the Trustee shall thereupon authenticate
and make available for delivery said Securities to or upon the written order of the Company,



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signed by its Chairman of the Board of Directors, or its President or any Vice President
(whether or not designated by a number or numbers or a word or words added before or after the
title “Vice President”) without any further action by the Company.



     SECTION 3.03 Execution of Securities. The Securities shall be signed on behalf of the
Company by its Chairman of the Board of Directors or its President or any Senior Vice President
(whether or not designated by a number or numbers or a word or words added before or after the
title “Senior Vice President”). Such signatures may be the manual or facsimile signatures of the
present or any future such officers. In case any officer of the Company who shall have signed any
of the Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the person who signed such
Security had not ceased to be such officer of the Company, as the case may be; and any Security may
be signed on behalf of the Company by such persons as, at the actual date of the execution of such
Security shall be the proper officers of the Company, as the case may be, although at the date of
the execution and delivery of this Indenture any such person was not such officer.



     SECTION 3.04 Certificate of Authentication. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinabove recited, executed by
the Trustee by manual signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled
to the benefits of this Indenture.



     SECTION 3.05 Denomination and Date of Securities; Payments of Interest. (a) The
Securities shall be issuable in such denominations as shall be specified as contemplated by Section
3.01. In the absence of any such provisions with respect to the Securities, the Securities shall
be issuable in denominations of $1,000 and any integral multiple thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as
the officers of the Company executing the same may determine with the approval of the Trustee.



     Any of the Securities may be issued with appropriate insertions, omissions, substitutions and
variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, including those required by Section 3.06, or with
the rules of any securities market in which the Securities are admitted to trading, or to conform
to general usage.



     Each Security shall be dated the date of its authentication, shall bear interest from the
applicable date and shall be payable on the dates specified on the face of the form of Security
above.



          (b) Global Securities. If Securities of or within a series are issuable in whole or
in part in global form, then any such Security of such series shall be deposited with the


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Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee
for the Depositary. The Global Security shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, as custodian for the Depositary (or with such
other custodian as the Depositary may direct), and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.




          (c) The person in whose name any Security is registered at the close of business on any
Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the
interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of
such Security subsequent to the Regular Record Date and prior to such Interest Payment Date, except
if and to the extent the Company shall default in the payment of the interest due on such Interest
Payment Date, in which case such defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest, shall be paid to the persons in whose names outstanding
Securities are registered at the close of business on a subsequent record date (which shall be not
less than five Business Days prior to the date of such payment) established by notice given by mail
by or on behalf of the Company to the holders of Securities not less than 15 days preceding such
subsequent record date.




     SECTION 3.06 Global Security Legend. Any Security in global form authenticated and
delivered hereunder shall bear a legend in substantially the following form, or in such other form
as may be necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL
PURPOSES.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.




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     SECTION 3.07 Registration, Transfer and Exchange. The Securities are issuable only in
registered form. The Company will keep at each office or agency (the “Registrar”) for each series
of Securities a register or registers (the “Security Register(s)”) in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register the transfer of,
Securities as in this Article provided. Such Security Register or Security Registers shall be in
written form in the English language or in any other form capable of being converted into such form
within a reasonable time. At all reasonable times such Security Register or Security Registers
shall be open for inspection by the Trustee.



     Upon due presentation for registration of transfer of any Security of any series at each such
office or agency, the Company shall execute and the Trustee shall authenticate and make available
for delivery in the name of the designated transferee or transferees a new Security or Securities
of the same series, in each case, of any authorized denominations and of a like aggregate Principal
Amount.



     At the option of the Holder, Securities of any series (except a Security in global form) may
be exchanged for other Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and make available for delivery, the Securities which
the Holder making the exchange is entitled to receive.



     A Holder may transfer a Security only by written application to the Registrar stating the name
of the proposed transferee and otherwise complying with the terms of this Indenture. No such
transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only
upon, final acceptance and registration of the transfer by the Registrar in the Security Register.
Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee,
and any agent of the Company shall treat the person in whose name the Security is registered as the
owner thereof for all purposes whether or not the Security shall be overdue, and neither the
Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore,
any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers
of beneficial interests in such Global Security may be effected only through a book entry system
maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial
interest in the Security shall be required to be reflected in a book entry. When Securities are
presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange
them for an equal Principal Amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if the requirements for such
transactions set forth herein are met. To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request.



     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 exchange or registration of transfer of
Securities (other than any such transfer taxes or other similar governmental charge payable upon
exchanges pursuant to Section 3.11, 8.05 or 10.03). No service charge to any Holder shall be made
for any such transaction.



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     The Company shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days next preceding the first mailing of notice of redemption of
Securities of that series to be redeemed, or (b) any Securities of any series selected, called or
being called for redemption except, in the case of any Security of any series where public notice
has been given that such Security is to be redeemed in part, the portion thereof not so to be
redeemed.



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



     SECTION 3.08 Book-Entry Provisions for Global Securities. (a) Each Global Security
initially shall (i) be registered in the name of the Depositary for such Global Securities or the
nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and
(iii) bear legends as set forth in Section 3.06.



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as
between the Depositary and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Security.



          (b) Transfers of a Global Security shall be limited to transfers of such Global Security in
whole, but not in part, to the Depositary for such series, its successors or their respective
nominees. If at any time the Depositary for the Securities of such series notifies the Company
that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no
longer be qualified to serve as the Depositary, the Company shall appoint a successor depositary
with respect to the Securities of such series. If a successor depositary for the Securities of
such series is not appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series of like tenor, will
authenticate and deliver Securities of such series of like tenor and terms in definitive form in an
aggregate Principal Amount equal to the Principal Amount of the Global Securities or Securities of
such series in exchange for such Global Security or Securities.




     The Company may at any time and in its sole discretion determine that the Securities of a
series issued in the form of one or more Global Securities shall no longer be represented by such
Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of such series of like
tenor, will authenticate and deliver Securities of such series of like tenor and terms in
definitive form in an aggregate Principal Amount equal to the Principal Amount of the Global
Security or Securities of such series in exchange for such Global Security or Securities.
Interests of beneficial owners in a Global Security may be transferred in accordance with the rules
and



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procedures of the Depositary. In addition, Physical Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the
Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for
such Global Security, and a successor depositary is not appointed by the Company within 90 days of
such notice, (B) ceases to be qualified to serve as Depositary and a successor depositary is not
appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to
the Trustee a Company Order that such Global Security shall be so transferable, registrable and
exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the
Trustee has actual notice has occurred and is continuing and the Registrar has received a request
from the Depositary to issue such Physical Securities.



          (c) Any beneficial interest in one of the Global Securities that is transferred to a person
who takes delivery in the form of an interest in the other Global Security will, upon transfer,
cease to be an interest in such Global Security and become an interest in the other Global Security
and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Security for as long as it
remains such an interest.




          (d) In connection with any transfer of a portion of the beneficial interests in a Global
Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall
reflect on its books and records the date and a decrease in the Principal Amount of such Global
Security in an amount equal to the Principal Amount of the beneficial interest in such Global
Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and
make available for delivery, one or more Physical Securities of like tenor and amount.




          (e) In connection with the transfer of an entire Global Security to beneficial owners pursuant
to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Security, an equal Principal Amount of Physical Securities of authorized
denominations.




          (f) The registered holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this Indenture or the Securities of such
series.




     SECTION 3.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated, defaced or be apparently destroyed, lost
or stolen, the Company in its discretion may execute and, upon the written request of any officer
of the Company and delivery to the Trustee of all documents and certificates as required by this
Indenture, the Trustee shall authenticate and make available for delivery a new Security of the
same series bearing a number not contemporaneously outstanding, in exchange and substitution for
the mutilated or defaced Security, or in lieu of and substitution for the Security so apparently
destroyed, lost or stolen. In every case, the applicant for a substitute Security shall furnish to
the Company and the Trustee and any agent of the Company or the Trustee such security or



-13-









 







indemnity as may be required by each of them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership thereof.



     Upon the issuance of any substitute Security, 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 the fees and expenses of the Trustee) connected therewith. In
case any Security which has matured or is about to mature, or has been called for redemption in
full, shall become mutilated or defaced or be apparently destroyed, lost or stolen, the Company
may, instead of issuing a substitute Security of the same series, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated or defaced Security), if the
applicant for such payment shall furnish to the Company and to the Trustee and any agent of the
Company or the Trustee such security or indemnity as any of them may require to save each of them
harmless from all risks, however remote, and, in every case of apparent destruction, loss or theft,
the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the
Trustee evidence to their satisfaction of the apparent destruction, loss or theft of such Security
and of the ownership thereof.



     Every substitute Security issued pursuant to the provisions of this Section by virtue of the
fact that any Security is apparently destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company whether or not the apparently destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this Indenture equally and
proportionately with any and all other Securities duly authenticated and delivered hereunder. All
Securities shall be held and owned upon the express condition that, to the extent permitted by law,
with respect to the holder of a substitute Security, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, or apparently destroyed, lost or
stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.



     SECTION 3.10 Cancellation of Securities. All Securities surrendered for payment,
redemption, registration of transfer or exchange, if surrendered to the Company or any agent of the
Company or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to
the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of
cancelled Securities in accordance with its customary procedures. If the Company shall acquire any
of the Securities, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are delivered to the Trustee
for cancellation.



     SECTION 3.11 Temporary Securities. Pending the preparation of definitive Securities
of any series, the Company may execute and the Trustee shall authenticate and make available for
delivery temporary Securities of such series (printed, lithographed, typewritten or otherwise
reproduced, in each case in form satisfactory to the Trustee). Temporary Securities shall be
issuable as registered Securities of such series without coupons, of any authorized denomination,
and substantially in the form of the definitive Securities of such series but with such omissions,



-14-









 







insertions and variations as may be appropriate for temporary Securities, all as may be
determined by the Company with the concurrence of the Trustee. Temporary Securities may contain
such reference to any provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Securities of such
series. Without unreasonable delay the Company shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by the Company for the
purpose pursuant to Section 4.02, and upon delivery to the Trustee of all documents and
certificates as required by this Indenture, the Trustee shall authenticate and make available for
delivery in exchange for such temporary Securities a like aggregate principal amount of definitive
Securities of such series of authorized denominations. Until so exchanged the temporary Securities
of such series shall be entitled to the same benefits under this Indenture as definitive Securities
of such series.



     SECTION 3.12 Computation of Interest. Except as otherwise specified as contemplated
by Section 3.01 for Securities of any series (1) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of twelve 30-day months and
(2) interest on any Securities which bear interest at a variable rate shall be computed on the
basis of the actual number of days in an interest period divided by 360.



     SECTION 3.13 CUSIP and ISIN Numbers. The Company in issuing the Securities of any
series may use a “CUSIP” and “ISIN” number (if then generally in use), and, if so, the Trustee
shall use the CUSIP numbers or ISIN numbers, as the case may be, in notices of redemption or
exchange as a convenience to Holders of such series; provided that any such notice shall state that
no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of redemption or exchange and that reliance may be placed only on the
other identification numbers printed on the Securities and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in the CUSIP numbers or ISIN numbers.



ARTICLE 4




CERTAIN COVENANTS




     SECTION 4.01 Payment of Principal, Premium and Interest on Securities. The Company,
for the benefit of each series of the Securities, will duly and punctually pay or cause to be paid
the principal of and any premium and interest on the Securities of that series in accordance with
the terms of such Securities and this Indenture.



     SECTION 4.02 Maintenance of Office or Agency. The Company will maintain a Payment
Office where Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange, and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office



-15-









 







or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices, and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby initially appoints the Trustee at its office or agency as its agent
to receive all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in accordance with the requirements set forth above for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.



     SECTION 4.03 Money for Securities Payments to be Held in Trust. (a) If the Company
shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on
or before each due date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.



          (b) Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.




          (c) The Company will cause each Paying Agent for any series of Securities (other than the
Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent will agree
with the Trustee, subject to the provisions of this Section 4.03, that such Paying Agent will (i)
comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent (ii) hold
all sums held by it for the payment of the principal of (and premium, if any) or interest, if any,
on the Securities of that series in trust for the benefit of the Holders until such sums shall be
paid to such Holders or otherwise disposed of as herein provided; (iii) give the Trustee notice of
any default by the Company (or any other obligor upon the Securities) in the making of any payment
of principal (and premium, if any) or interest, if any, on the Securities of that series; and (iv)
during the continuance of any default by the Company (or any other obligor upon the Securities of
that series) in the making of any payment in respect of the Securities of that series, and upon the
written request of that Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.




          (d) The Company may at any time, for the purpose of obtaining the satisfaction and discharge
of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which

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such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent will be released from all further liability with respect to
such money.




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




     SECTION 4.04 Existence. Subject to Article 9, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its existence, rights (charter
and statutory), and franchises; provided, however, that the Company will not be required to
preserve any such right or franchise if the Board of Directors determines that the preservation
thereof is no longer desirable in the conduct of the business of the Company and that the loss
thereof will not result in a Material Adverse Effect.



     SECTION 4.05 Statement by Officers as to Default. The Company will deliver to the
Trustee, within 120 calendar days after the end of each fiscal year of the Company ending after the
first date any series of Securities issued under this Indenture is outstanding, an Officers’
Certificate signed by the principal executive officer, principal financial officer, principal
accounting officer or treasurer of the Company stating whether or not to the knowledge of such
person after due inquiry the Company is in default in the performance and observance of any of the
terms, provisions, and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company is in default, specifying all such
defaults and the nature and status thereof of which such person may have such knowledge. The
Company shall deliver to the Trustee, as soon as possible and in any event within five 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 default and the action which the Company
proposes to take with respect thereto.



     SECTION 4.06 Waiver of Certain Covenants. The Company may omit in any particular
instance to comply with any term, provision, or condition set forth in the provisions of any
supplemental indenture specified in such supplemental indenture, with respect to the Securities of
any series, if the Holders of a majority in Principal Amount of all outstanding Securities of such
series shall, by act of such Holders in accordance with Section 7.01, either



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



ARTICLE 5




REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT




     SECTION 5.01 Events of Default. Each of the following events constitutes an “Event of
Default” wherever used herein with respect to Securities of any series:



          (a) default for 30 days in the payment when due of interest on the Securities of that series;




          (b) default in payment when due of the principal of or premium, if any, on the Securities of
that series;




          (c) default for 90 days after written notice to the Company by the Trustee or by the Holders
of not less than 25% in Principal Amount of Securities of that series then outstanding in the
performance of any covenant or agreement in the Indenture or the Securities;




          (d) the entry by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order
adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the Company under any
applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator, or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of
60 consecutive calendar days;




          (e) the commencement by the Company of a voluntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case
or proceeding to be adjudicated bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief with respect to the Company under
any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the
Company or of any substantial part of its property pursuant to any such law, or the making by it of
an assignment for the benefit of creditors, or the

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admission by it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action; or




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




     Upon receipt by the Trustee of any Notice of Default pursuant to this Section 5.01, a record
date shall automatically and without any other action by any Person be set for the purpose of
determining the Holders of outstanding Securities of the applicable series entitled to join in such
Notice of Default, which record date shall be the close of business on the day the Trustee receives
such Notice of Default. The Holders of outstanding Securities of the applicable series on such
record date (or their duly appointed agents), and only such Persons, shall be entitled to join in
such Notice of Default, whether or not such Holders remain Holders after such record date.



     SECTION 5.02 Acceleration. (a) If any Event of Default (other than an Event of
Default specified in clause (d) or (e) of Section 5.01 hereof) occurs and is continuing, the
Trustee by notice to the Company or the Holders of at least 25% in aggregate Principal Amount of
the then outstanding Securities of that series by written notice to the Company and the Trustee,
may declare the unpaid principal of, premium, if any, and any accrued and unpaid interest on all
the Securities of the affected series to be due and payable immediately. Except as set forth
above, upon such declaration the principal of, premium, if any, and interest shall be due and
payable immediately. If an Event of Default specified in clause (d) or (e) of Section 5.01 hereof
occurs with respect to the Company the unpaid principal of, premium, if any, and any accrued and
unpaid interest on all the Securities shall ipso facto become and be immediately due and payable
without further action or notice on the part of the Trustee or any Holder.



          (b) At any time after such a declaration of acceleration with respect to the Securities of any
series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article 5 provided, the Holders of a majority in Principal
Amount of the outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if (i) the Company has paid or
deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all of the
Securities of that series, (B) the principal of (and premium, if any, on) Securities of that series
which has become due otherwise than by such declaration of acceleration and any interest thereon at
the rate or rates prescribed therefor in the Securities of that series, (C) to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
therefor in the Securities of that series, and (D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee and
its agents and counsel and (ii) all Events of Default with respect to the Securities of that
series, other than the non-payment of the principal of the Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 5.04. No such rescission will affect any subsequent default or impair any right consequent
thereon.




     SECTION 5.03 Other Remedies. If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may pursue any available remedy to collect the



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payment of principal or interest on the Securities of such series or to enforce the
performance of any provision of the Securities of such series or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Securities of
such series or does not produce any of them in the proceeding and any such proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been recovered. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event
of Default. All remedies are cumulative to the extent permitted by law.



     SECTION 5.04 Waiver of Past Defaults. The Holders of not less than a majority in
aggregate Principal Amount of the Securities of any series then outstanding by written notice to
the Trustee may on behalf of the Holders of all of the Securities of such series waive any existing
Default or Event of Default and its consequences under this Indenture except a continuing Default
or Event of Default in the payment of the principal of, premium, if any, or interest on any
Security of such series. The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to waive any default hereunder, whether or not such Holders remain Holders after
such record date. 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 5.05 Control by Majority. With respect to the Securities of any series, the
Holders of a majority in aggregate Principal Amount of the then outstanding Securities of that
series may direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture, that the Trustee in good faith
determines may be unduly prejudicial to the rights of other Holders of that series or that may
involve or cause the Trustee any potential liability. The Trustee may take any other action which
it deems proper which is not inconsistent with any such direction.



     Upon receipt by the Trustee of any such direction with respect to the Securities of such
series, a record date shall automatically and without any other action by any Person be set for
determining the Holders of outstanding Securities of such series entitled to join in such
direction, which record date shall be the close of business on the day the Trustee receives such
direction. The Holders of outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such direction, whether or
not such Holders remain Holders after such record date.



     SECTION 5.06 Limitation on Suits. A Holder of any Security of any series may pursue a
remedy with respect to this Indenture or the Securities of the applicable series only if:



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          (a) the Holder gives to the Trustee written notice of a continuing Event of Default;




          (b) the Holders of at least 25% in aggregate Principal Amount of the then outstanding
Securities of that series make a written request to the Trustee to pursue the remedy;




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




          (d) during the 60-day period specified in (e) below, the Holders of a majority in aggregate
Principal Amount of the then outstanding Securities of such series do not give the Trustee a
direction inconsistent with the request; and




          (e) the Trustee does not comply with the request within 60 days after receipt of the notice,
request and the offer of indemnity.




     A Holder may not use this Indenture to prejudice the rights of another Holder of Securities of
the same series in case of any Event of Default described in clause (a), (b) or (f) of Section 5.01
or of another Holder of any series of Securities in the case of any Event of Default described in
clause (c), (d) or (e) of Section 5.01. A Holder may not use this Indenture to obtain a preference
or priority over another Holder of Securities of the same series in case of any Event of Default
described in clause (a), (b) or (f) of Section 5.01 or of another Holder of any series of
Securities in the case of any Event of Default described in clause (c), (d) or (e) of Section 5.01.



     SECTION 5.07 Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal, premium, if
any, and interest on any Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of the Holder.



     SECTION 5.08 Collection Suit by Trustee. If an Event of Default specified in Section
5.01 hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company or any other obligor for the whole amount of
principal, premium, if any, and interest remaining unpaid on any Securities of such series and
interest on overdue principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover amounts due the Trustee under Section 6.07 hereof, including the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.



     SECTION 5.09 Trustee May File Proofs of Claim. The Trustee is authorized to file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Securities), its creditors or
its property and shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly



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to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 6.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other properties which the
Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities of any series or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.



     SECTION 5.10 Priorities. If the Trustee collects any money pursuant to this Article,
it shall pay out the money in the following order:



     First: to the Trustee, its agents and attorneys for amounts due under Section 6.07, including
payment of all compensation, expense and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;



     Second: to Holders for amounts due and unpaid on the Securities of any series for principal,
premium, if any, and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Securities of such series for principal, premium, if any and
interest, respectively; and



     Third: to the Company or to such party as a court of competent jurisdiction shall direct.
The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 5.10 upon five Business Days prior notice to the Company.



     SECTION 5.11 Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee or a suit by a Holder of
Securities of the affected series pursuant to Section 5.06 hereof.



     SECTION 5.12 Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding has been instituted.



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     SECTION 5.13 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 3.09, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     SECTION 5.14 Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of Securities of any series to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.



ARTICLE 6




CONCERNING THE TRUSTEE




     SECTION 6.01 Duties and Responsibilities of the Trustee; During Default; Prior to
Default. The Trustee, with respect to the Securities of any series, prior to the occurrence of
an Event of Default with respect to the Securities of such series and after the curing or waiving
of all Events of Default with respect to the Securities of such series which may have occurred,
undertakes to perform such duties and only such duties with respect to such series as are
specifically set forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (and is continuing which has not been cured or waived) the
Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to
such series, 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 such person’s own affairs.



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



          (a) the duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;




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




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




          (d) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the holders given as provided in Section 5.05
or otherwise exercising any trust or power conferred upon the Trustee, under this Indenture.




     None of the provisions contained in this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any potential or actual liability (financial or otherwise) in the
performance of any of its duties or in the exercise of any of its rights or powers, if there shall
be reasonable ground for believing that the repayment of such funds or adequate indemnity against
such liability is not reasonably assured to it. This Section 6.01 is in furtherance of and subject
to Sections 315 and 316 of the Trust Indenture Act.



     Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Article 6.



     SECTION 6.02 Certain Rights of the Trustee. In furtherance of and subject to the
Trust Indenture Act, and subject to Section 6.01:



          (a) the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, Officers’ Certificate, Opinion of Counsel or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note,
coupon, security 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, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Company;




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




          (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders of the Securities of
any series pursuant to the provisions of this Indenture, unless such Holders shall have offered and
provided to the Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred therein or thereby; but nothing herein contained
shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured or waived) with respect to the Securities of any series, to exercise such
of the rights and powers vested in it by this Indenture, and to use the

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same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs;




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




          (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing so to do by the holders of not less than a majority in aggregate
Principal Amount of all the Securities then outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such examination shall be paid by the Company;




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




          (h) the rights, privileges, protections, immunities and benefits given to the Trustee under
this Indenture, 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 to each agent,
custodian and other Person employed to act hereunder;




          (i) the 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; and




          (j) The 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 superceded.




     SECTION 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof. The recitals contained herein and in the Securities, except
the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the Securities, except
that the Trustee represents, that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements made by



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it in a Statement of Eligibility on Form T-1 supplied to the Company, are true and accurate,
subject to the qualifications set forth therein. The Trustee shall not be liable or accountable in
any manner for the use or application by the Company of any of the Securities or of the proceeds
thereof.



     SECTION 6.04 Trustee and Agents May Hold Securities; Collections, etc. The Trustee or
any of its affiliates or any agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities, subject to Sections 6.10 and 6.13 with the
same rights it would have if it were not the Trustee or such agent and may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee or such agent.



     SECTION 6.05 Moneys Held by Trustee. All moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by mandatory provisions
of law. Neither the Trustee nor any agent of the Company or the Trustee shall be under any
liability for interest on any moneys received by it hereunder, except as otherwise agreed with the
Company.



     SECTION 6.06 Notice of Default. If any Default or any Event of Default occurs and is
continuing with respect to the Securities of any series and if such Default or Event of Default is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of
Securities of such series in the manner and to the extent provided in Trust Indenture Act Section
313(c) notice of the Default or Event of Default (“Notice of Default”) within 90 days after it
occurs, unless such Default or Event of Default has been cured; provided, however, that, except in
the case of a default in the payment of the principal of, premium, if any, or interest on any
Security of such series or in the payment of any sinking fund installment with respect to
Securities of such series, the 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 the Trustee in good faith determine that the withholding of such notice is
in the interest of the Holders of Securities of such series.



     SECTION 6.07 Compensation and Indemnification of Trustee and Its Prior Claim. The
Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed in writing between the Company and the Trustee
(which shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Company covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based on the income of the
Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with
the acceptance or administration of this Indenture or the trusts hereunder and its duties
hereunder, including without limitation the costs and expenses of



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defending itself against or investigating any claim (whether asserted by the Company, a Holder
or any other Person). The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such
financial obligations of the Company identified in this Section shall be a senior claim to that of
the Securities of each series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Securities, and the
Securities of each series are hereby subordinated to such senior claim.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(d) or Section 5.01(e), the expenses (including the reasonable charges and
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 6.08 Right of Trustee to Rely on Officers’ Certificate, etc. Subject to
Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted
by it under the provisions of this Indenture upon the faith thereof.



     SECTION 6.09 Persons Eligible for Appointment as Trustee. The Trustee hereunder shall
at all times be a corporation, national association or other appropriate entity having a combined
capital and surplus of at least $50,000,000, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of a Federal, State or District
of Columbia 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.



     SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee may at any time resign with respect to the Securities of one or more series by giving
written notice of resignation to the Company and to the Holders of Securities of such series, such
notice to the Holders to be given by mailing (by first class mail) the same within 30 days after
such notice is given to the Company. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument in duplicate, executed by authority of
the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee
and one copy to the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 60 days after the mailing of such notice of resignation, the
resigning trustee may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor trustee, or any Securityholder of the affected series who has
been a bona fide holder of a Security or Securities of the affected series



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for at least six months may, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor trustee.



          (b) In case at any time any of the following shall occur:





          (i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act, after written request therefor by the Company or by any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months; or




          (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 6.09 and shall fail to resign after written request therefor by the Company or by
any such Securityholder; or




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


then, in any such case, the Company may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors of the Company, one
copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to Section 315(e) of the Trust Indenture Act, any Securityholder who has been
a bona fide holder of a Security or Securities for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.




          (c) The holders of a majority in aggregate Principal Amount of the Securities of any series at
the time outstanding may at any time remove the Trustee for that series and appoint a successor
trustee by delivering to the Trustee so removed, to the successor trustee so appointed and to the
Company the evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders.




     If no successor trustee shall have been so appointed and have accepted appointment 60 days
after the mailing of such notice of removal, the trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.



          (d) Any resignation or removal of the Trustee and any appointment of a successor trustee
pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 6.11.




          (e) 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

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Trustee with respect to the Securities of any series by mailing written notice of such event
by first-class mail, postage prepaid, to all Holders of Securities of such series as their names
and addresses appear in the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.




     SECTION 6.11 Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of 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 that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates.




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




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




     SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.
Any corporation or national association into which the Trustee may be merged or converted or with
which it may be consolidated, or to which the Trustee’s assets may be sold, or any corporation or
national association resulting from any merger, conversion, consolidation or sale to which the
Trustee shall be a party or by which the Trustee’s property may be bound, or any corporation or
national association succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such entity shall be
eligible under the provisions of Section 6.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.



     In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases
such certificate shall have the full force that it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided, that the right to
adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in
the name of any predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.



     SECTION 6.13 Preferential Collection of Claims. If the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company (or any other
obligor on the Securities), the Trustee shall be subject to the provisions of Section 311 of the
Trust Indenture Act regarding the collection of claims against the Company (or any such other
obligor). For purposes of Section 311(b) (4) and (6) of such Act, the following terms shall mean:



          (a) “cash transaction” means any transaction in which full payment for goods or securities
sold is made within seven days after delivery of the goods or securities in currency or in checks
or other orders drawn upon banks or bankers and payable upon demand; and




          (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which
is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is
secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.




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     SECTION 6.14 Conflicting Interests. If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than one series.



ARTICLE 7




CONCERNING THE HOLDERS




     SECTION 7.01 Evidence of Action Taken by Holders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Securityholders of any series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.



     SECTION 7.02 Proof of Execution of Instruments and of Holding of Securities; Record
Date. Subject to Sections 6.01 and 6.02, the execution of any instrument by a Securityholder
or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security Register or by a certificate of the Registrar
thereof. The Company may set a record date for purposes of determining the identity of holders of
Securities entitled to vote or consent to any action referred to in Section 7.01, which record date
may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the
case of any adjournment or resolicitation) not more than 90 days nor less than 20 days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof,
only holders of Securities of record on such record date shall be entitled to so vote or give such
consent or to withdraw such vote or consent.



     SECTION 7.03 Who May Be Deemed Owners of Securities. The Company, the Trustee, any
paying agent and any Security registrar may deem and treat the person in whose name any Security of
any series shall be registered upon the books of the Company on the applicable record date as the
absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any Security registrar
shall be affected by any notice to the contrary. All such payments so made to, or upon the order
of, any Holders shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability of moneys payable upon any such Security.



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     SECTION 7.04 Securities Owned by Company Deemed Not Outstanding. In determining
whether the Holders of the requisite aggregate Principal Amount of Securities of any series have
concurred in any direction, consent or waiver under this Indenture, Securities of such series which
are owned by the Company or any other obligor on the Securities of such series or by any person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company or any other obligor on the Securities of such series shall be disregarded and deemed
not to be outstanding for the purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, consent or
waiver only Securities which a Responsible Officer of the Trustee actually knows are 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 the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all
Securities of any series, if any, known by the Company to be owned or held by or for the account of
any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be
entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities of such series not listed therein are outstanding for the
purpose of any such determination.



     SECTION 7.05 Record Date for Action by Securityholders. Whenever in this Indenture it
is provided that Holders of a specified percentage in aggregate principal amount of the Securities
of any series may take any action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action), the Company, pursuant to a
resolution of its Board of Directors, or the Holders of at least 25% in aggregate principal amount
of the Securities of such series then outstanding, may request the Trustee to fix a record date for
determining Securityholders entitled to notice of and to take any such action. In case the Company
or the Holders of Securities of such series in the amount above specified shall desire to request
Securityholders of such series to take any action and shall request the Trustee to fix a record
date with respect thereto by written notice setting forth in reasonable detail the Securityholder
action to be requested, the Trustee shall promptly (but in any event within five days of receipt of
such request) fix a record date that shall be a business day not less than 15 nor more than 20 days
after the date on which the Trustee receives such request. If the Trustee shall fail to fix a
record date as hereinabove provided, then the Company or the Holders of Securities of such series
in the amount above specified may fix the same by mailing written notice thereof (the record date
so fixed to be a business day not less than 15 nor more than 20 days after the date on which such
written notice shall be given) to the Trustee. If a record date is fixed according to this Section
7.05, only persons shown as Securityholders of such series on the registration books for the
Company at the close of business on the record date so fixed shall be entitled to take the
requested action and the taking of such action by the Holders of Securities of such series on the
record date of the required percentage of the aggregate Principal Amount of the Securities shall be
binding on all Securityholders of such series, provided that the taking of the requested action by
the Holders of Securities of such series on the



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record date of the percentage in aggregate Principal Amount of the Securities in connection
with such action shall have been evidenced to the Trustee, as provided in Section 7.01, not later
than 180 days after such record date.



     SECTION 7.06 Right of Revocation of Action Taken. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by
the holders of the percentage in aggregate Principal Amount of the Securities of any series
specified in this Indenture in connection with such action, any holder of a Security the serial
number of which is shown by the evidence to be included among the serial numbers of the Securities
of the series the Holders of which have consented to such action may, by filing written notice at
the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such
action so far as concerns such Security. Except as aforesaid any such action taken by the holder
of any Security shall be conclusive and binding upon such holder and upon all future holders and
owners of such Security and of any Securities issued in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon any such Security. Any
action taken by the holders of the percentage in aggregate Principal Amount of the Securities of
any series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of such series.



ARTICLE 8




SUPPLEMENTAL INDENTURES




     SECTION 8.01 Supplemental Indentures Without Consent of Holders. The Company and the
Trustee may amend or supplement this Indenture or the Securities of any series without the consent
of any Holder:



          (a) to cure any ambiguity, defect or inconsistency;




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




          (c) to provide for the assumption of the Company’s obligations to the Holders of the
Securities in the case of any transaction pursuant to Article 9 hereof;




          (d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee
and to add to or change any of the provisions of the Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one trustee;




          (e) to make any change that would provide any additional rights or benefits to the Holders of
all or any series of Securities or that does not adversely affect the legal rights hereunder of any
such Holder; or




          (f) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act.




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     Upon the request of the Company accompanied by a resolution of their respective Board of
Directors authorizing the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 8.04 hereof, the Trustee shall join with the Company
in the execution of any supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations which may be therein
contained, but the Trustee shall not be obligated to enter into such supplemental indenture which
affects its own rights, duties or immunities under this Indenture or otherwise.



     SECTION 8.02 With Consent of Holders. Except as provided in the next succeeding
paragraphs, this Indenture or the Securities may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities then outstanding
affected by such supplemental indenture, and any existing default or compliance with any provision
of this Indenture or the Securities of any series may be waived with the consent of the Holders of
a majority in aggregate Principal Amount of the then outstanding Securities affected by such
default or compliance.



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon
receipt by the Trustee of the documents described in Section 8.04 hereof, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.



     It shall not be necessary for the consent of the Holders under this Section 8.02 to approve
the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.



     After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to
Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate Principal Amount of the
Securities then outstanding affected may waive compliance in a particular instance by the Company
with any provision of this Indenture or such Securities. Without the consent of each Holder
affected hereby, however, an amendment or waiver may not:



          (a) reduce the Principal Amount of Securities of any series whose Holders must consent to an
amendment, supplement or waiver;




          (b) change the stated maturity of the principal of, or any installment of principal of or
interest on, or time for payment of interest on, any Security, or reduce the Principal Amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or
change any Payment Office where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the

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enforcement of any such payment on or after the stated maturity thereof (or, in the case of
redemption, on or after the redemption date);




          (c) modify any of the provisions of this Section 8.02, Section 5.04 or Section 4.06, except to
increase the percentage in Principal Amount of Holders required under any such Section or to
provide that certain other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each outstanding Security affected thereby, provided, however, that this
clause (c) will not be deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section 8.02, Section 5.04 and Section
4.06, or the deletion of this proviso; or




          (d) make any change in this sentence of this Section 8.02.




     SECTION 8.03 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the Holders shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes.



     SECTION 8.04 Documents to Be Given to Trustee; Compliance with TIA. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Officers’ Certificate and an
Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the
applicable provisions of this Indenture. Every such supplemental indenture shall comply with the
TIA.



     SECTION 8.05 Notation on Securities in Respect of Supplemental Indentures. Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation approved by the Trustee as to form (but not as to
substance) as to any matter provided for by such supplemental indenture or as to any action taken
at any such meeting. If the Company or the Trustee shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any modification of this Indenture contained in any such supplemental indenture may be
prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities
of such series then outstanding.



ARTICLE 9




CONSOLIDATION, MERGER OR SALE OF ASSETS




     SECTION 9.01 When the Company May Merge, Etc. The Company shall not consolidate with
or merge into any other Person or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:



          (a) the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer the properties and assets of the

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Company substantially as an entirety shall be a Person organized and existing under the laws
of the United States of America or any State or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the 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 or observance of every covenant of this Indenture of the part of the
Company to be performed or observed;




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




          (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such consolidation, merger, conveyance or transfer and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture complies
with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.




     SECTION 9.02 Successor Corporation Substituted. Upon any consolidation or merger, or
any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all
of the assets of the Company in accordance with Section 9.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the
“Company” shall refer instead to the successor corporation), 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.



     In case of any such consolidation, merger, sale or conveyance such changes in phraseology and
form (but not in substance) may be made in the Securities thereafter to be issued as may be
appropriate. Notwithstanding the foregoing, (i) a consolidation or merger by the Company with or
into, or (ii) the sale, assignment, transfer, lease, conveyance or other disposition by the Company
of all or substantially all of its property or assets to, one or more of its Subsidiaries shall not
relieve the Company from its obligations under this Indenture and the Securities.



     SECTION 9.03 Opinion of Counsel to Trustee. The Trustee, subject to the provisions of
Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, conveyance, sale, transfer, lease, exchange or other disposition complies
with the applicable provisions of this Indenture.



ARTICLE 10




REDEMPTION OF SECURITIES




     SECTION 10.01 Applicability of Article. Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as



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otherwise specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.




     SECTION 10.02 Notice of Redemption; Partial Redemptions. Notice of redemption to the
holders of Securities of any series to be redeemed as a whole or in part shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than
60 days prior to the date fixed for redemption to such holders of Securities at their last
addresses as they shall appear upon the registry books. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice to the holder of
any Security designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.



     The notice of redemption to each such Holder shall identify the Securities to be redeemed
(including CUSIP numbers) and shall specify the Principal Amount of each Security held by such
Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in said notice and that
on and after said date interest thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Security is to be redeemed in part only the notice of redemption shall state
the portion of the Principal Amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or Securities in
Principal Amount equal to the unredeemed portion thereof will be issued.



     The notice of redemption of Securities of any series to be redeemed at the option of the
Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and
at the expense of the Company.



     No later than 10:00 a.m., New York City time, on the redemption date specified in the notice
of redemption given as provided in this Section, the Company will deposit with the Trustee or with
one or more paying agents (or, if the Company is acting as its own paying agent, set aside,
segregate and hold in trust) an amount of money sufficient to redeem on the redemption date all the
Securities of a series so called for redemption at the appropriate redemption price, together with
accrued interest to the date fixed for redemption. The Company will deliver to the Trustee at
least 45 days prior to the date fixed for redemption an Officers’ Certificate stating the aggregate
Principal Amount of Securities of such series to be redeemed.



     If less than all the Securities of a series are to be redeemed, the Trustee shall select,
either pro rata, by lot or by any other method it shall deem fair and reasonable, Securities to be
redeemed in whole or in part. Securities may be redeemed in part only in denominations equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof.
The Trustee shall promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the Principal Amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the Principal Amount of such Security
which has been or is to be redeemed.



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     SECTION 10.03 Payment of Securities Called for Redemption. If notice of redemption
has been given as above provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities at the redemption
price, together with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and, except as provided in Sections 6.05
and 11.06, such Securities shall cease from and after the date fixed for redemption to be entitled
to any benefit or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such Securities at a
Payment Office specified in said notice, said Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any payment of interest becoming due on the
date fixed for redemption shall be payable to the holders of such Securities registered as such on
the relevant Regular Record Date subject to the terms and provisions of Section 3.05 hereof.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate borne by the Security.



     Upon presentation of any Security redeemed in part only, the Company shall execute and the
Trustee shall authenticate and make available for delivery to or on the order of the Holder
thereof, at the expense of the Company, a new Security or Securities of authorized denominations,
in Principal Amount equal to the unredeemed portion of the Security so presented.



ARTICLE 11




DEFEASANCE AND COVENANT DEFEASANCE




     SECTION 11.01 Applicability of the Article; Company’s Option to Effect Defeasance or
Covenant Defeasance. Unless pursuant to Section 3.01 provision is made for the inapplicability
of either or both of (a) defeasance of the Securities of a series under Section 11.02 or (b)
covenant defeasance of the Securities of a series under Section 11.03, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of this Article, shall
be applicable to the Securities of such series, and the Company may, at its option, by resolution
of the Board of Directors, at any time, elect to have either Section 11.02 or Section 11.03 applied
to the outstanding Securities of a series upon compliance with the conditions set forth below in
this Article 11.



     SECTION 11.02 Legal Defeasance and Discharge. Upon the Company’s exercise of the
option provided under Section 11.01 hereof to defease the outstanding Securities of a particular
series under this Section 11.02, the Company shall be deemed to have been discharged from its
obligations with respect to such outstanding Securities on the date the conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means



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that the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Securities of such series, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 11.05 hereof and the other Sections of this
Indenture referred to in clauses (i) and (ii) of this Section 11.02, and to have satisfied all its
other obligations under such Securities and this Indenture (and the Trustee, on demand of and at
the expense of the Company shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or discharged hereunder: (i)
the rights of Holders of outstanding Securities of such series to receive solely from the trust
fund described in Section 11.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Securities when such payments
are due, (ii) the Company’s obligations with respect to such Securities under Sections 3.06, 3.07,
3.08(a), 3.09, 3.11, and 11.05 hereof, (iii) the rights, powers, trusts, duties and immunities of
the Trustee hereunder, including, without limitation, the Trustee’s rights under Section 5.07
hereof, and the Company’s obligations in connection therewith and with this Article 11. Subject to
compliance with this Article 11, the Company may exercise its option under this Section 11.02
notwithstanding the prior exercise of its option under Section 11.03 hereof with respect to the
Securities of such series.



     SECTION 11.03 Covenant Defeasance. Upon the Company’s exercise of the option provided
under Section 11.01 hereof to obtain a covenant defeasance with respect to the outstanding
Securities of a particular series under this Section 11.03, the Company shall be released from its
obligations under the covenants contained in Article 4 and Section 9.01 hereof and the covenants
contained in any supplemental indenture applicable to such series, with respect to the outstanding
Securities of such series on and after the date the conditions set forth below are satisfied
(hereinafter, “Covenant Defeasance”), and the Securities of such 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. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of such series, 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 an
Event of Default under Section 5.01(c) with respect to outstanding Securities of such series, but,
except as specified above, the remainder of this Indenture and of the Securities of such series
shall be unaffected thereby.



     SECTION 11.04 Conditions to Legal or Covenant Defeasance. The following shall be the
conditions to the application of either Section 11.02 or Section 11.03 hereof to the outstanding
Securities of a particular series:



          (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 6.10 who shall agree to comply with the
provisions of this Article 11 applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities, (i) an amount (in such currency, currencies or currency unit in
which such Securities and any related coupons are then specified



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as payable at Stated Maturity), or (ii) non-callable Government Securities that through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, cash in U.S. Dollars in an
amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest
on such outstanding Securities on the Stated Maturity of such principal or installment of
principal, premium, if any, or interest.



          (b) In the case of an election under Section 11.02 hereof, the Company shall have delivered to
the Trustee an Opinion of Counsel confirming that (i) the Company has received from, or there has
been published by, the United States Internal Revenue Service a ruling or (ii) since the date
hereof, there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Securities of such series will not recognize income, gain or loss for Federal income
tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred.




          (c) In the case of an election under Section 11.03 hereof, the Company shall have delivered to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Securities of such
series will not recognize income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not
occurred.




          (d) No Default or Event of Default (or event that, with the giving of notice or lapse of time
or both would become an Event of Default) with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit or, insofar as Section 5.01(d) or 5.01(e)
hereof is concerned, at any time in the period ending on the 124th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until the expiration
of such period).




          (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 (other than this Indenture) to
which the Company is a party or by which the Company or is bound (other than a breach, violation or
default resulting from the borrowing of funds to be applied to such deposit).




          (f) The Company shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit made by the Company pursuant to its election under Section 11.02 or 11.03 hereof was not
made by the Company with the intent of preferring the Holders of the affected Securities over the
other creditors of the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company, or others.




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          (g) Such defeasance or covenant defeasance shall be effected in compliance with any additional
terms, conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.01.




          (h) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to either the Legal
Defeasance under Section 11.02 hereof or the Covenant Defeasance under Section 11.03 hereof (as the
case may be) have been complied with as contemplated by this Section 11.04.




     SECTION 11.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. Subject to Section 11.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to
Section 11.04 hereof in respect of the outstanding Securities of a particular series shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any paying agent (including the Company
acting as paying agent) as the Trustee may determine, to the Holders of such Securities of all sums
due and to become due thereon in respect of principal of, premium, if any, and interest, 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 against any tax, fee or other charge imposed
on or assessed against the cash or non-callable Government Securities deposited pursuant to Section
11.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge that by law is for the account of the Holders of the outstanding Securities of such
series.



     Anything in this Article 11 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the Company’s request any money or non-callable Government
Securities held by it as provided in Section 11.04 hereof with respect to the Securities of any
series which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 11.04(a) hereof), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.



     SECTION 11.06 Repayment to the Company. Any money deposited with the Trustee or any
paying agent, or then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Security and remaining unclaimed for two years after such principal,
premium, if any, or interest has become due and payable shall be paid to the Company on its written
request or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such paying agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such paying agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York Times and The Wall
Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the



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date of such notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.



     SECTION 11.07 Reinstatement. If the Trustee or paying agent is unable to apply any
U.S. Dollars or non-callable Government Securities in accordance with Section 11.02 or 11.03
hereof, as the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 11.02 or 11.03 hereof until such time as the Trustee or
paying agent is permitted to apply all such money in accordance with Section 11.02 or 11.03 hereof,
as the case may be; provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Security to receive such payment
from the money held by the Trustee or paying agent.



ARTICLE 12




SATISFACTION AND DISCHARGE




     SECTION 12.01 Satisfaction and Discharge of Indenture. This Indenture shall upon a
Company Request cease to be of further effect with respect to any series of Securities (except, as
to any surviving rights of registration of transfer, exchange or conversion of Securities of such
series herein expressly provided for or in the form of Security for such series and any rights to
receive payment of interest thereon), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when:



          (a) either





          (i) all Securities of such series theretofore authenticated and delivered (other than
(A) Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.09, and (B) Securities for whose payment money has theretofore
been (x) deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 4.03(c) or (y)
paid to any State or the District of Columbia pursuant to its unclaimed property or similar
laws) have been delivered to the Trustee for cancellation; or




          (ii) all such Securities not theretofore delivered to the Trustee for cancellation




          (A) have become due and payable, or




          (B) will become due and payable at their stated maturity within one year, or




          (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by



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the Trustee in the name, and at the expense, of the Company, and the Company,
in the case of (A), (B) or (C) above, has deposited or caused to be deposited with
the Trustee, as trust funds in trust for the purpose, money in the amount in the
currency or currency units in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest, if any, to the date of such deposit (in the case of Securities
which have become due and payable), or to the Stated Maturity or redemption date, as
the case may be;



          (b) the Company has paid or caused to be paid all other sums payable hereunder with respect to
such Securities; and




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




     Notwithstanding the satisfaction and discharge of this Indenture the obligations of the
Company to the Trustee under Section 6.07 and, if money shall have been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under
Section 12.02 and the last paragraph of Section 4.03 shall survive.



     SECTION 12.02 Application of Trust Money. Subject to the provisions of the last
paragraph of Section 4.03, all money deposited with the Trustee pursuant to Section 12.01 shall be
held in trust and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest, if any, for whose payment such money has been
deposited with the Trustee.



ARTICLE 13




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




     SECTION 13.01 Company to Furnish Trustee Names and Addresses of Holders. The Company
will furnish or cause to be furnished to the Trustee:



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




          (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;

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provided, however, that so long as the Trustee is the Registrar, no such list shall be required to
be furnished.




     SECTION 13.02 Preservation of Information; Communications to Holders. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided in Section 13.01 and
the names and addresses of Holders received by the Trustee in its capacity as the Registrar. The
Trustee may destroy any list furnished to it as provided in Section 13.01 upon receipt of a new
list so furnished.



          (b) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the 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 the
Trustee in accordance with Section 13.02(a); or




          (ii) inform such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with
Section 13.02(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 the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder whose name and
address appears in the information preserved at the time by the Trustee in accordance with Section
13.02(a) a copy of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the 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 the 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 the Trustee, such mailing would be contrary to the best interest of the Holders 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 objections so sustained have been met and shall enter
an order so declaring, the 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 the
Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.



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          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the 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 in accordance with Section 13.02(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 13.02(b).




     SECTION 13.03 Reports by the Trustee. (a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15th
following the date of this Indenture (commencing May 15, 2007) deliver to Holders a brief report,
dated as of such May 15th, which complies with the provisions of such Section 313(a).



          (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each securities exchange upon which Securities of any series are listed, with the
Commission and with the Company. The Company will promptly notify the Trustee when any Securities
are listed on any securities exchange and of any delisting thereof.




     SECTION 13.04 Reports by the Company. The Company will file with the Trustee and the
Commission and transmit to Holders, such information, documents and other reports as may be
required pursuant to the Trust Indenture Act. Delivery of such information, documents and reports
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).



ARTICLE 14




SINKING FUNDS




     SECTION 14.01 Applicability of Article. The provisions of this Article 14 shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.01 for Securities of such series.



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



     SECTION 14.02 Satisfaction of Sinking Fund Payments with Securities. The Company (1)
may deliver outstanding Securities of a series (other than any previously called for



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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, that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.



     SECTION 14.03 Redemption of Securities for Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing 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 and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 14.02 and will also deliver
to the Security Registrar any Securities to be so delivered. Not less than 60 days before each
such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 10.02. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Section 10.03.



ARTICLE 15




MISCELLANEOUS PROVISIONS




     SECTION 15.01 Incorporators, Stockholders, Officers and Directors of Company Exempt from
Individual Liability. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security of any series, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such or against any past, present or
future stockholder, officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the acceptance of the
Securities of such series by the holders thereof and as part of the consideration for the issue of
the Securities of such series.



     SECTION 15.02 Provisions of Indenture for the Sole Benefit of Parties and Holders.
Except as set forth in Section 15.09, nothing in this Indenture or in the Securities of any series,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other
than the parties hereto and their successors and the holders of the Securities of such series, any
legal or equitable right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the holders of the Securities.



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     SECTION 15.03 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the
Company shall bind their successors and assigns, whether so expressed or not.



     SECTION 15.04 Notices to Holders. Where this Indenture provides for notice to
Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last
address as it appears in the Security Register. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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. The Trustee may waive notice to it of any provision herein, and
such waiver shall be deemed to be for its convenience and discretion. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Company and Securityholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.



     SECTION 15.05 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein. Upon any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent 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 have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the person making such certificate or opinion has read such covenant or condition,
(b) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based, (c) a statement that, in
the opinion of such person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.



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



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



     Any certificate, statement or opinion of an officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Company unless such officer or counsel
knows that the certificate or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.



     Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent within the meaning of the
Securities Act and the rules and regulations promulgated thereunder.



     SECTION 15.06 Payments Due on Saturdays, Sundays and Holidays. If the date of
maturity of interest on or principal of the Securities of a particular series or the date fixed for
redemption of any Security shall not be a Business Day, then payment of interest or principal with
respect to such Securities need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.



     SECTION 15.07 Conflict of Any Provision of Indenture with Trust Indenture Act. If and
to the extent that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act (an “incorporated provision”), such incorporated provision shall control.



     SECTION 15.08 New York Law to Govern. This Indenture and the Securities of any series
shall each be deemed to be a contract under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.



     SECTION 15.09 Third Party Beneficiaries. Holders of Securities of the Company are
third party beneficiaries of this Indenture, and any of them (or their representative) shall have
the right to enforce the provisions of this Indenture that benefit such holders.



     SECTION 15.10 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.



     SECTION 15.11 Effect of Headings. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof.



     SECTION 15.12 Severability. If any provision hereof shall be held to be invalid,
illegal or unenforceable under applicable law, then the remaining provisions hereof shall be
construed as though such invalid, illegal or unenforceable provision were not contained herein.



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SIGNATURES




     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of March 16, 2007.



	 	 	 	 	 	 	 
	 	 	DENDREON CORPORATION, as Company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard F. Hamm Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard F. Hamm Jr.	 	 
	 

	 	Title:
	 	Senior Vice President, Corporate
Development, General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sandee Parks	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sandee Parks	 	 
	 

	 	Title:
	 	Vice President	 	 







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