exv4w3






Exhibit 4.3




WALGREEN CO.,




as Issuer




to




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Trustee



 




INDENTURE



 




Dated as of [_____________], 2008




Debt Securities




 









 





Exhibit 4.3




Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture




			
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	 	 	 
	§310(a)(1)
	 	6.7
	(a)(2)
	 	6.7
	(a)(5)
	 	6.7
	(b)
	 	6.8
	§312(a)
	 	7.1
	(b)
	 	7.2
	(c)
	 	7.2
	§313(a)
	 	7.3
	(b)(2)
	 	7.3
	(c)
	 	7.3
	(d)
	 	7.3
	§314(a)(1), (2), (3)
	 	7.4
	(a)(4)
	 	10.9(1)
	(c)(1)
	 	1.2
	(c)(2)
	 	1.2
	(c)(3)
	 	4.2(4)(a) and 4.2(5) second to last paragraph
	(e)
	 	1.2
	(f)
	 	1.2
	§315(a)
	 	6.1
	(b)
	 	6.2
	(c)
	 	6.1
	(d)
	 	6.1
	(e)
	 	5.15
	§316(a) (last sentence)
	 	1.1 (“Outstanding”)
	(a)(1)(A)
	 	5.12
	(a)(1)(B)
	 	5.13
	(b)
	 	5.8
	(c)
	 	5.13
	§317(a)(1)
	 	5.3
	(a)(2)
	 	5.4
	(b)
	 	10.3
	§318(a)
	 	1.8








 




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





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE 1 Definitions and Other Provisions of General Application	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1.
	 	Definitions.	 	 	1	 
	Section 1.2.
	 	Compliance Certificates and Opinions.	 	 	11	 
	Section 1.3.
	 	Form of Documents Delivered to Trustee.	 	 	12	 
	Section 1.4.
	 	Acts of Holders.	 	 	12	 
	Section 1.5.
	 	Notices, etc. to Trustee and Company.	 	 	15	 
	Section 1.6.
	 	Notice to Holders of Securities; Waiver.	 	 	15	 
	Section 1.7.
	 	Language of Notices.	 	 	16	 
	Section 1.8.
	 	Conflict with Trust Indenture Act.	 	 	16	 
	Section 1.9.
	 	Effect of Headings and Table of Contents.	 	 	16	 
	Section 1.10.
	 	Successors and Assigns.	 	 	16	 
	Section 1.11.
	 	Separability Clause.	 	 	16	 
	Section 1.12.
	 	Benefits of Indenture.	 	 	17	 
	Section 1.13.
	 	Governing Law.	 	 	17	 
	Section 1.14.
	 	Legal Holidays.	 	 	17	 
	Section 1.15.
	 	Counterparts.	 	 	17	 
	Section 1.16.
	 	Judgment Currency.	 	 	17	 
	Section 1.17.
	 	No Security Interest Created.	 	 	18	 
	Section 1.18.
	 	Limitation on Individual Liability.	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 2 Securities Forms	 	 	18	 
	 
	 	 	 	 	 	 
	Section 2.1.
	 	Forms Generally.	 	 	18	 
	Section 2.2.
	 	Form of Trustee's Certificate of Authentication.	 	 	19	 
	Section 2.3.
	 	Securities in Global Form.	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 3 The Securities	 	 	20	 
	 
	 	 	 	 	 	 
	Section 3.1.
	 	Amount Unlimited; Issuable in Series.	 	 	20	 
	Section 3.2.
	 	Currency; Denominations.	 	 	24	 
	Section 3.3.
	 	Execution, Authentication, Delivery and Dating.	 	 	24	 
	Section 3.4.
	 	Temporary Securities.	 	 	26	 
	Section 3.5.
	 	Registration, Transfer and Exchange.	 	 	27	 
	Section 3.6.
	 	Mutilated, Destroyed, Lost and Stolen Securities.	 	 	30	 
	Section 3.7.
	 	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.	 	 	32	 
	Section 3.8.
	 	Persons Deemed Owners.	 	 	33	 
	Section 3.9.
	 	Cancellation.	 	 	34	 
	Section 3.10.
	 	Computation of Interest.	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE 4 Satisfaction and Discharge of Indenture	 	 	34	 






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	Section 4.1.
	 	Satisfaction and Discharge.	 	 	34	 
	Section 4.2.
	 	Defeasance and Covenant Defeasance.	 	 	36	 
	Section 4.3.
	 	Application of Trust Money.	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE 5 Remedies	 	 	40	 
	 
	 	 	 	 	 	 
	Section 5.1.
	 	Events of Default.	 	 	40	 
	Section 5.2.
	 	Acceleration of Maturity; Rescission and Annulment.	 	 	42	 
	Section 5.3.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	 	 	43	 
	Section 5.4.
	 	Trustee May File Proofs of Claim.	 	 	44	 
	Section 5.5.
	 	Trustee May Enforce Claims without Possession of Securities or Coupons.	 	 	45	 
	Section 5.6.
	 	Application of Money Collected.	 	 	45	 
	Section 5.7.
	 	Limitations on Suits.	 	 	46	 
	Section 5.8.
	 	Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts.	 	 	46	 
	Section 5.9.
	 	Restoration of Rights and Remedies.	 	 	47	 
	Section 5.10.
	 	Rights and Remedies Cumulative.	 	 	47	 
	Section 5.11.
	 	Delay or Omission Not Waiver.	 	 	47	 
	Section 5.12.
	 	Control by Holders of Securities.	 	 	47	 
	Section 5.13.
	 	Waiver of Past Defaults.	 	 	48	 
	Section 5.14.
	 	Waiver of Usury, Stay or Extension Laws.	 	 	48	 
	Section 5.15.
	 	Undertaking for Costs	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE 6 The Trustee	 	 	49	 
	 
	 	 	 	 	 	 
	Section 6.1.
	 	Certain Rights of Trustee.	 	 	49	 
	Section 6.2.
	 	Notice of Defaults.	 	 	51	 
	Section 6.3.
	 	Not Responsible for Recitals or Issuance of Securities.	 	 	51	 
	Section 6.4.
	 	May Hold Securities.	 	 	51	 
	Section 6.5.
	 	Money Held in Trust.	 	 	51	 
	Section 6.6.
	 	Compensation and Reimbursement.	 	 	52	 
	Section 6.7.
	 	Corporate Trustee Required; Eligibility.	 	 	52	 
	Section 6.8.
	 	Resignation and Removal; Appointment of Successor.	 	 	53	 
	Section 6.9.
	 	Acceptance of Appointment by Successor.	 	 	54	 
	Section 6.10.
	 	Merger, Conversion, Consolidation or Succession to Business.	 	 	55	 
	Section 6.11.
	 	Appointment of Authenticating Agent.	 	 	56	 
	 
	 	 	 	 	 	 
	ARTICLE 7 Holders Lists and Reports by Trustee and Company	 	 	58	 
	 
	 	 	 	 	 	 
	Section 7.1.
	 	Company to Furnish Trustee Names and Addresses of Holders.	 	 	58	 
	Section 7.2.
	 	Preservation of Information; Communications to Holders.	 	 	58	 
	Section 7.3.
	 	Reports by Trustee.	 	 	58	 
	Section 7.4.
	 	Reports by Company.	 	 	59	 






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	ARTICLE 8 Consolidation, Amalgamation, Merger and Sales	 	 	59	 
	 
	 	 	 	 	 	 
	Section 8.1.
	 	Company May Consolidate, Etc., Only on Certain Terms.	 	 	59	 
	Section 8.2.
	 	Successor Person Substituted for Company.	 	 	60	 
	 
	 	 	 	 	 	 
	ARTICLE 9 Supplemental Indentures	 	 	61	 
	 
	 	 	 	 	 	 
	Section 9.1.
	 	Supplemental Indentures without Consent of Holders.	 	 	61	 
	Section 9.2.
	 	Supplemental Indentures with Consent of Holders.	 	 	62	 
	Section 9.3.
	 	Execution of Supplemental Indentures.	 	 	63	 
	Section 9.4.
	 	Effect of Supplemental Indentures.	 	 	63	 
	Section 9.5.
	 	Reference in Securities to Supplemental Indentures.	 	 	64	 
	Section 9.6.
	 	Conformity with Trust Indenture Act.	 	 	64	 
	Section 9.7.
	 	Notice of Supplemental Indenture.	 	 	64	 
	 
	 	 	 	 	 	 
	ARTICLE 10 Covenants	 	 	64	 
	 
	 	 	 	 	 	 
	Section 10.1.
	 	Payment of Principal, any Premium, Interest and Additional Amounts.	 	 	64	 
	Section 10.2.
	 	Maintenance of Office or Agency.	 	 	64	 
	Section 10.3.
	 	Money for Securities Payments to Be Held in Trust.	 	 	66	 
	Section 10.4.
	 	Additional Amounts.	 	 	67	 
	Section 10.5.
	 	Limitation on Liens.	 	 	68	 
	Section 10.6.
	 	Limitation on Sale and Leaseback	 	 	69	 
	Section 10.7.
	 	Corporate Existence.	 	 	70	 
	Section 10.8.
	 	Waiver of Certain Covenants.	 	 	70	 
	Section 10.9.
	 	Company Statement as to Compliance; Notice of Certain Defaults.	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE 11 Redemption of Securities	 	 	71	 
	 
	 	 	 	 	 	 
	Section 11.1.
	 	Applicability of Article.	 	 	71	 
	Section 11.2.
	 	Election to Redeem; Notice to Trustee.	 	 	71	 
	Section 11.3.
	 	Selection by Trustee of Securities to be Redeemed.	 	 	71	 
	Section 11.4.
	 	Notice of Redemption.	 	 	72	 
	Section 11.5.
	 	Deposit of Redemption Price.	 	 	73	 
	Section 11.6.
	 	Securities Payable on Redemption Date.	 	 	73	 
	Section 11.7.
	 	Securities Redeemed in Part.	 	 	74	 
	 
	 	 	 	 	 	 
	ARTICLE 12 Sinking Funds	 	 	75	 
	 
	 	 	 	 	 	 
	Section 12.1.
	 	Applicability of Article.	 	 	75	 
	Section 12.2.
	 	Satisfaction of Sinking Fund Payments with Securities.	 	 	75	 
	Section 12.3.
	 	Redemption of Securities for Sinking Fund.	 	 	76	 
	 
	 	 	 	 	 	 
	ARTICLE 13 Repayment at the Option of Holders	 	 	76	 






iii









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Section 13.1.
	 	Applicability of Article.	 	 	76	 
	 
	 	 	 	 	 	 
	ARTICLE 14 Securities in Foreign Currencies	 	 	77	 
	 
	 	 	 	 	 	 
	Section 14.1.
	 	Applicability of Article.	 	 	77	 
	 
	 	 	 	 	 	 
	ARTICLE 15 Meetings of Holders of Securities	 	 	77	 
	 
	 	 	 	 	 	 
	Section 15.1.
	 	Purposes for Which Meetings May Be Called.	 	 	77	 
	Section 15.2.
	 	Call, Notice and Place of Meetings.	 	 	77	 
	Section 15.3.
	 	Persons Entitled to Vote at Meetings.	 	 	78	 
	Section 15.4.
	 	Quorum; Action.	 	 	78	 
	Section 15.5.
	 	Determination of Voting Rights; Conduct and Adjournment of Meetings.	 	 	79	 
	Section 15.6.
	 	Counting Votes and Recording Action of Meetings.	 	 	79	 





iv








 





     INDENTURE, dated as of [___], 2008 (the “Indenture”), between WALGREEN CO., a
corporation duly organized and existing under the laws of the State of Illinois (hereinafter called
the “Company”), having its principal executive office located at 200 Wilmot Road,
Deerfield, Illinois 60015, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, duly organized and existing under the laws of the United States (hereinafter called
the “Trustee”), having its Corporate Trust Office located at 230 W. Monroe Street, Suite
2900, Chicago, IL 60606.



Recitals




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its senior unsecured debentures, notes or other evidences of
indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to
bear such rates of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.



     The Company has duly authorized the execution and delivery of this Indenture. All things
necessary to make this Indenture a valid agreement of the Company, in accordance with its terms,
have been done.



     This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended,
and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that
are required to be part of this Indenture and, to the extent applicable, shall be governed by such
provisions.



     Now, Therefore, This Indenture Witnesseth:



     For and in consideration of the premises and the purchase from time to time of the Securities
by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities of any series thereof and any Coupons (as
herein defined) as follows:



ARTICLE 1




Definitions and Other Provisions of General Application





			
	     Section 1.1.	 	Definitions.





     Except as otherwise expressly provided in or pursuant to this Indenture or unless the context
otherwise requires, for all purposes of this Indenture:




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




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



1









 






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




     (4) the words “herein”, “hereof”, “hereto” 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; and




     (5) the word “or” is always used inclusively (for example, the phrase “A or B” means
“A or B or both”, not “either A or B but not both”).



     Certain terms used principally in certain Articles hereof are defined in those Articles.



     “Act”, when used with respect to any Holders, has the meaning specified in Section
1.4.



     “Additional Amounts” means any additional amounts which are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the Company in respect of
certain taxes, assessments or other governmental charges imposed on Holders specified therein and
which are owing to such Holders.



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



     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time
of determination, the amount of future minimum operating lease payments required to be disclosed by
United States generally accepted accounting principles, less any amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges,
discounted using the methodology used to calculate the present value of operating lease payments in
the Company’s most recent Annual Report on Form 10-K preceding the date of determination reflecting
that calculation.



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



     “Authorized Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that is a Business Day in
the place of publication, whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the same or in



2









 







different newspapers in the same city meeting the foregoing requirements and in each case on
any day that is a Business Day in the place of publication.



     “Authorized Officer” means, when used with respect to the Company, the Chairman of the
Board of Directors, a Vice Chairman, the Chief Executive Officer, a President, any Vice President,
the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.



     “Bearer Security” means any Security in the form established pursuant to Section 2.1
which is payable to bearer.



     “Board of Directors” means the board of directors of the Company or any authorized
committee thereof.



     “Board Resolution” means a copy of one or more resolutions, 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, delivered to the Trustee.



     “Business Day”, with respect to any Place of Payment or other location, means, unless
otherwise specified with respect to any Securities pursuant to Section 3.1, any day other than a
Saturday, Sunday or other day on which banking institutions in such Place of Payment or other
location are authorized or obligated by law, regulation 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
Indenture such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.



     “Common Stock” includes any capital stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which is not subject to
redemption by the Company.



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



     “Company Request” and “Company Order” mean, respectively, a written request or
order, as the case may be, signed in the name of the Company by the Chairman of the Board of
Directors, the Chief Executive Officer, a President or a Vice President, and by the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.



     “Consolidated Net Tangible Assets” means, at any date, the total assets appearing on
the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries as at the
end of the Company’s fiscal quarter ending not more than 135 days prior to such date, prepared in



3









 







accordance with United States generally accepted accounting principles, less (i) all current
liabilities (due within one year) as shown on such balance sheet, (ii) investments in and advances
to Unrestricted Subsidiaries and (iii) Intangible Assets and liabilities relating thereto.



     “Conversion Event” means the cessation of use of (1) a Foreign Currency both by the
government of the country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or within the
international banking community or (2) any currency unit or composite currency for the purposes for
which it was established.



     “Corporate Trust Office” means the principal office of the Trustee, at which at any
particular time its corporate trust business shall be administered, which office at the date of the
execution of this Indenture is located at 230 W. Monroe Street, Suite 2900, Chicago, IL 60606,
except that with respect to the presentation of Securities for payment or for registration of
transfer or exchange and the location of the Securities Registrar, such term means the office or
agency of the Trustee at which, at any particular time, its corporate agency business shall be
conducted.



     “Corporation” includes corporations and limited liability companies and, except for
purposes of Article Eight, associations, companies and business trusts.



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



     “Currency”, with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof
or such Security, means Dollars.



     “CUSIP number” means the alphanumeric designation assigned to a Security by Standard &
Poor’s Rating Service, CUSIP Service Bureau.



     “Custodian” means the Trustee or other Securities custodian, as custodian with respect
to the Securities, each in global form, or a successor entity thereto.



     “Debt” has the meaning specified in Section 10.5.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.



     “Event of Default” has the meaning specified in Section 5.1.



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



4









 





     “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the Euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of such governments.



     “Funded Debt” means Debt which matures more than one year from the date of creation,
or which is extendable or renewable at the sole option of the obligor so that it may become payable
more than one year from such date or which is classified, in accordance with United States
generally accepted accounting principles, as long-term debt on the consolidated balance sheet for
the most-recently ended fiscal quarter (or if incurred subsequent to the date of such balance
sheet, would have been so classified) of the person for which the determination is being made.
Funded Debt does not include (1) obligations created pursuant to leases, (2) any Debt or portion
thereof maturing by its terms within one year from the time of any computation of the amount of
outstanding Funded Debt unless such debt shall be extendable or renewable at the sole option of the
obligor in such manner that it may become payable more than one year from such time or (3) any Debt
for which money in the amount necessary for the payment or redemption of such Debt shall have been
deposited in trust either at or before the maturity date thereof.



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



     “Holder”, in the case of any Registered Security, means the Person in whose name such
Security is registered in the Security Register and, in the case of any Bearer Security, means the
bearer thereof and, in the case of any Coupon, means the bearer thereof.



     “Indenture” means this instrument as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security, by the terms and provisions of such Security



5









 







and any Coupon appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).



     “Independent Public Accountants” means accountants or a firm of accountants that, with
respect to the Company and any other obligor under the Securities or the Coupons, are independent
public accountants within the meaning of the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, who may be the independent public accountants
regularly retained by the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation
of any legal matters relating to this Indenture or certificates required to be provided hereunder.



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



     “Intangible Assets” means, at any date, the value, as shown on or reflected in the
most recent consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end
of the Company’s fiscal quarter ending not more than 135 days prior to such date, prepared in
accordance with generally accepted accounting principles, of: (i) all trade names, trademarks,
licenses, patents, copyrights, service marks, goodwill and other like intangibles; (ii)
organizational and development costs; (iii) deferred charges (other than prepaid items, such as
insurance, taxes, interest, commissions, rents, pensions, compensation and similar items and
tangible assets being amortized); and (iv) unamortized debt discount and expense, less unamortized
premium.



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



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



     “Judgment Currency” has the meaning specified in Section 1.16.



     “Legal Holidays” has the meaning specified in Section 1.14.



     “Maturity”, with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as provided in or pursuant to
this Indenture, whether at the Stated Maturity or upon declaration of acceleration, notice of
redemption or repurchase, notice of option to elect repayment or otherwise, and includes the
Redemption Date.



     “Mortgage” means with respect to any property or assets, any mortgage, deed of trust,
pledge, hypothecation, assignment, security interest, lien, encumbrance, or other security
arrangement of any kind or nature whatsoever on or with respect to such property or assets



6









 







(including any conditional sale or other title retention agreement having substantially the
same economic effect as the foregoing).



     “New York Banking Day” has the meaning specified in Section 1.16.



     “Office” or “Agency”, with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such Securities pursuant
to Section 10.2 or any other office or agency of the Company maintained or designated for such
Securities pursuant to Section 10.2 or, to the extent designated or required by Section 10.2 in
lieu of such office or agency, the Corporate Trust Office of the Trustee.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
Chief Executive Officer, a President or a Vice President, and by the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, that
complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the
Trustee.



     “Operating Property” means any real property or equipment located within the United
States and owned by, or leased to, the Company or any of its Subsidiaries that has a net book value
(after deduction of accumulated depreciation) in excess of 1.0% of Consolidated Net Tangible
Assets.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel who shall be reasonably acceptable to the Trustee, that,
if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the
Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to this Indenture
which provides for declaration of an amount less than the principal face amount thereof to be due
and payable upon acceleration pursuant to Section 5.2.



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




     (a) any such Security theretofore cancelled by the Trustee or the
Security Registrar or delivered to the Trustee or the Security Registrar for
cancellation;




     (b) any such Security for whose payment at the Maturity thereof
money in the necessary amount has been theretofore deposited pursuant hereto
(other than pursuant to Section 4.2) with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities and any Coupons appertaining thereto, provided that, if such
Securities are to be redeemed, notice of such



7









 







redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;




     (c) any such Security with respect to which the Company has
effected defeasance pursuant to the terms hereof, except to the extent provided
in Section 4.2;




     (d) any such Security which has been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, unless there shall have been
presented to the Trustee proof satisfactory to it that such Security is held by
a bona fide purchaser in whose hands such Security is a valid obligation of the
Company; and




     (e) any such Security converted or exchanged as contemplated by
this Indenture into Common Stock or other securities, if the terms of such
Security provide for such conversion or exchange pursuant to Section 3.1;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the
principal amount of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall be equal to the
amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security
would be declared (or shall have been declared to be) due and payable upon a declaration of
acceleration thereof pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such determination and that
shall be deemed Outstanding for such purposes shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture,
and (iii) the principal amount of a Security denominated in a Foreign Currency shall be the Dollar
equivalent, determined on the date of original issuance of such Security, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
shall be so disregarded. Securities so owned which shall have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the
pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the
Company or any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.





8












 





     “Paying Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Amounts with respect to, any Security or any Coupon
on behalf of the Company.



     “Person” means any individual, Corporation, partnership, joint venture, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision
thereof.



     “Place of Payment”, with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such Security.



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



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



     “Redemption Price”, with respect to any Security or portion thereof to be redeemed,
means the price at which it is to be redeemed as determined by or pursuant to this Indenture or
such Security.



     “Registered Security” means any Security established pursuant to Section 2.1 which is
registered in a Security Register.



     “Regular Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture
or such Security as the “Regular Record Date”.



     “Required Currency” has the meaning specified in Section 1.16.



     “Responsible Officer” means any vice president, any assistant vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, or any trust officer or
any other officer of the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.



     “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.



     “Sale and Leaseback Transaction” has the meaning specified in Section 10.6.



9









 





     “Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidences of indebtedness, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities”, with respect to any such Person, shall
mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 3.5.



     “Senior Funded Debt” means all Funded Debt of the Company or any Person (except Funded
Debt, the payment of which is subordinated to the payment of the Securities).



     “Special Record Date” for the payment of any Defaulted Interest on any Registered
Security means a date fixed by the Company pursuant to Section 3.7.



     “Stated Maturity”, with respect to any Security or any installment of principal
thereof or interest thereon or any Additional Amounts with respect thereto, means the date
established by or pursuant to this Indenture or such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.



     “Subsidiary” means any Corporation or other entity of which at least a majority of the
outstanding stock or other equity interests having by the terms thereof ordinary voting power to
elect a majority of the directors, managers or trustees of such Corporation or other entity,
irrespective of whether or not at the time stock or other equity securities of any other class or
classes of such Corporation or other entity shall have or might have voting power by reason of the
happening of any contingency, is at the time, directly or indirectly, owned or controlled by the
Company or by one or more Subsidiaries thereof, or by the Company and one or more Subsidiaries
thereof.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act
or provision, as the case may be, as amended or replaced from time to time or as supplemented from
time to time by rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.



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



10









 





     “United States”, except as otherwise provided in or pursuant to this Indenture or any
Security, means the United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its jurisdiction.



     “United States Alien”, except as otherwise provided in or pursuant to this Indenture
or any Security, means any Person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.



     “Unrestricted Subsidiary” means any Subsidiary designated as an Unrestricted
Subsidiary from time to time by the Board of Directors; provided, however, that the Board of
Directors (i) will not designate as an Unrestricted Subsidiary any of the Company’s Subsidiaries
that owns any Operating Property or any stock of a Restricted Subsidiary; (ii) will not continue
the designation of any of the Company’s Subsidiaries as an Unrestricted Subsidiary at any time that
such Subsidiary owns any Operating Property, and (iii) will not, nor will it cause or permit any
Restricted Subsidiary to, transfer or otherwise dispose of any Operating Property to any
Unrestricted Subsidiary (unless such Unrestricted Subsidiary will in connection therewith be
redesignated as a Restricted Subsidiary and any pledge, mortgage, security interest or other lien
arising in connection with any Indebtedness of such Unrestricted Subsidiary so redesignated does
not extend to such Operating Property (unless the existence of such pledge, mortgage, security
interest or other lien would otherwise be permitted under this Indenture)).



     “U.S. Depositary” or “Depositary” means, with respect to any Security issuable
or issued in the form of one or more global Securities, the Person designated as U.S. Depositary or
Depositary by the Company in or pursuant to this Indenture, which Person must be, to the extent
required by applicable law or regulation, a clearing agency registered under the Exchange Act, and,
if so provided with respect to any Security, any successor to such Person. If at any time there is
more than one such Person, “U.S. Depositary” or “Depositary” shall mean, with respect to any
Securities, the qualifying entity which has been appointed with respect to such Securities.



     “Vice President”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“Vice President”.




			
	     Section 1.2.	 	Compliance Certificates and Opinions.





     Except as otherwise expressly provided in this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents or any of them is specifically



11









 







required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



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




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




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




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




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




			
	     Section 1.3.	 	Form of Documents Delivered to Trustee.





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



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, provided that such officer, after reasonable inquiry,
has no reason to believe and does not believe that the Opinion of Counsel with respect to the
matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect
to such factual matters is in the possession of the Company, provided that such counsel, after
reasonable inquiry, has no reason to believe and does not believe that the certificate or opinion
or representations with respect to such matters are erroneous.



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




			
	     Section 1.4.	 	Acts of Holders.





     (1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in



12









 







and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing. If, but only if, Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of
Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and any such record (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in Section 15.6.



     Without limiting the generality of this Section 1.4, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a U.S. Depositary that is a Holder of a global Security, may
make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depositary that is a Holder of a global
Security may provide its proxy or proxies to the beneficial owners of interests in any such global
Security through such U.S. Depositary’s standing instructions and customary practices.



     The Company shall fix a record date for the purpose of determining the Persons who are
beneficial owners of interest in any permanent global Security held by a U.S. Depositary entitled
under the procedures of such U.S. Depositary to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or
other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such Persons, shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice, consent, waiver or
other Act shall be valid or effective if made, given or taken more than 90 days after such record
date.



     (2) The fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 1.4 may be proved in any reasonable manner; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in this Section.




13












 





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



     (4) The ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of holding the same, may
be proved by the production of such Bearer Securities or by a certificate executed, as depositary,
by any trust company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security continues until (i) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (ii)
such Bearer Security is produced to the Trustee by some other Person, or (iii) such Bearer Security
is surrendered in exchange for a Registered Security, or (iv) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the
Person so executing such instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner which the Company and the
Trustee deem sufficient.



     (5) If the Company shall solicit from the Holders of any Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its
option (but is not obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of Registered Securities of record at the
close of business on such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders of Registered Securities shall be
deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.



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



14









 






			
	     Section 1.5.	 	Notices, etc. to Trustee and Company.





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




     (1) the Trustee by any Holder or the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (or by confirmed facsimile
transmission to (312) 726-2158) to or with the Trustee at its Corporate Trust Office, or




     (2) the Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to the attention of its Treasurer, at the address
of its principal office specified in the first paragraph of this Indenture or at any other
address previously furnished in writing to the Trustee by the Company.




			
	     Section 1.6.	 	Notice to Holders of Securities; Waiver.





     Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event,




     (1) such notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice; and




     (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any,
if published in an Authorized Newspaper in The City of New York and, if such Securities are
then listed on any stock exchange outside the United States, in an Authorized Newspaper in
such city as the Company shall advise the Trustee that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than the earliest
date and the second such publication to be not later than the latest date prescribed for the
giving of such notice.



     In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as
provided herein. Any notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given or provided. In the case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made by any reasonable alternate method of delivery, with notice
of such to be provided to the Trustee, shall constitute a sufficient notification for every purpose
hereunder.



15









 





     In case by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearers Securities as provided above, then such notification to Holders of Bearer
Securities as shall be made by such reasonable alternate method of publication or notice, with
notice of such to be provided to the Trustee, shall constitute sufficient notice to such Holders
for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as provided above.



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




			
	     Section 1.7.	 	Language of Notices.





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




			
	     Section 1.8.	 	Conflict with Trust Indenture Act.





     If any provision hereof limits, qualifies or conflicts with any duties under any required
provision of the Trust Indenture Act imposed by operation of Section 318(c) thereof, such required
provision shall control.




			
	     Section 1.9.	 	Effect of Headings and Table of Contents.





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




			
	     Section 1.10.	 	Successors and Assigns.





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




			
	     Section 1.11.	 	Separability Clause.





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



16









 






			
	     Section 1.12.	 	Benefits of Indenture.





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




			
	     Section 1.13.	 	Governing Law.





     This Indenture, the Securities and any Coupons shall be governed by, construed and enforced in
accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state.




			
	     Section 1.14.	 	Legal Holidays.





     Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case
where any Interest Payment Date, Stated Maturity or Maturity of any Security, or the last date on
which a Holder has the right to convert or exchange Securities of a series that are convertible or
exchangeable, shall be a Legal Holiday at any Place of Payment, then (notwithstanding any other
provision of this Indenture, any Security or any Coupon other than a provision in any Security or
Coupon that specifically states that such provision shall apply in lieu hereof) payment need not be
made at such Place of Payment on such date, and such Securities need not be converted or exchanged
on such date but such payment may be made, and such Securities may be converted or exchanged, on
the next succeeding day that is a Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for conversion or exchange, and no interest shall accrue on the amount payable on such
date or at such time for the period from and after such Interest Payment Date, Stated Maturity,
Maturity or last day for conversion or exchange, as the case may be, to such next succeeding
Business Day.




			
	     Section 1.15.	 	Counterparts.





     This Indenture may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.




			
	     Section 1.16.	 	Judgment Currency.





     The Company agrees, to the fullest extent that it may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the
requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not



17









 







entered in accordance with clause (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture. For purposes of
the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The City of New York are authorized
or obligated by law, regulation or executive order to be closed.




			
	     Section 1.17.	 	No Security Interest Created.





     Subject to the provisions of Section 10.5, nothing in this Indenture or in any Securities,
express or implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be located.




			
	     Section 1.18.	 	Limitation on Individual Liability.





     No recourse under or upon any obligation, covenant or agreement contained in this Indenture or
in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, shareholder, officer or director, as such, past, present or future, of
the Company, either directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any Security or
implied therefrom; and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants
or agreements contained in this Indenture or in any Security or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.



ARTICLE 2




Securities Forms





			
	     Section 2.1.	 	Forms Generally.





     Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security
issued pursuant to this Indenture shall be in the form established by or pursuant to a



18









 







Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by or
pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or Coupon as evidenced
by their execution of such Security or Coupon.



     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall be issuable in registered form without Coupons and shall not be issuable upon the exercise of
warrants.



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




			
	     Section 2.2.	 	Form of Trustee’s Certificate of Authentication.





     Subject to Section 6.11, the Trustee’s certificate of authentication shall be in substantially
the following form:




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



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




			
	     Section 2.3.	 	Securities in Global Form.






     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall be issuable in temporary or permanent global form. If Securities of a series shall be
issuable in global form, any such Security may provide that it or any number of such Securities
shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser
amount as is permitted by the terms thereof) from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form
to reflect the amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such manner and by such
Person or Persons as shall be specified therein or in the Company



19









 





     Order to be delivered pursuant to Section 3.3 or 3.4 with respect thereto. Subject to the
provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver,
in each case at the Company’s expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be in writing but need
not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an
Opinion of Counsel.



     Notwithstanding the provisions of Section 3.7, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global form shall be made
to the Person or Persons specified therein.



     Notwithstanding the provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a global Security (i) in
the case of a global Security in registered form, the Holder of such global Security in registered
form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified
pursuant to Section 3.1.



ARTICLE 3




The Securities





			
	     Section 3.1.	 	Amount Unlimited; Issuable in Series.





     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.



     With respect to any Securities to be authenticated and delivered hereunder, there shall be
established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto,




     (1) the title of such Securities and the series in which such Securities shall be
included;




     (2) any limit upon the aggregate principal amount of the Securities of such title or
the Securities of such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of such series pursuant to Section 3.4, 3.5,
3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of such series pursuant
to Article Thirteen, upon surrender in part of any Registered Security for conversion into
Common Stock or exchange for other securities pursuant to its terms, or pursuant to or as
contemplated by the terms of such Securities);



20









 






     (3) whether such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and whether the
Bearer Securities are to be issuable with Coupons, without Coupons or both, and any
restrictions applicable to the offer, sale or delivery of the Bearer Securities and the
terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and
vice versa;




     (4) if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such Securities are to be
issued in temporary or permanent global form or both, (ii) whether beneficial owners of
interests in any such global Security may exchange such interests for Securities of the same
series and of like tenor and of any authorized form and denomination, and the circumstances
under which any such exchanges may occur, if other than in the manner specified in Section
3.5, and (iii) the name of the Depositary or the U.S. Depositary, as the case may be, with
respect to any such global Security;




     (5) if any of such Securities are to be issuable as Bearer Securities or in global
form, the date as of which any such Bearer Security or global Security shall be dated (if
other than the date of original issuance of the first of such Securities to be issued);




     (6) if any of such Securities are to be issuable as Bearer Securities, whether
interest in respect of any portion of a temporary Bearer Security in global form payable in
respect of an Interest Payment Date therefor prior to the exchange, if any, of such
temporary Bearer Security for definitive Securities shall be paid to any clearing
organization with respect to the portion of such temporary Bearer Security held for its
account and, in such event, the terms and conditions (including any certification
requirements) upon which any such interest payment received by a clearing organization will
be credited to the Persons entitled to interest payable on such Interest Payment Date;




     (7) the date or dates, or the method or methods, if any, by which such date or dates
shall be determined, on which the principal of such Securities is payable;




     (8) the rate or rates at which such Securities shall bear interest, if any, or the
method or methods, if any, by which such rate or rates are to be determined, the date or
dates, if any, from which such interest shall accrue or the method or methods, if any, by
which such date or dates are to be determined, the Interest Payment Dates, if any, on which
such interest shall be payable and the Regular Record Date, if any, for the interest payable
on Registered Securities on any Interest Payment Date, whether and under what circumstances
Additional Amounts on such Securities or any of them shall be payable and, if so, whether
and on what terms the Company will have the option to redeem such Securities in lieu of
paying such Additional Amounts (and the terms of such option), the notice, if any, to
Holders regarding the determination of interest on a floating rate Security and the manner
of giving such notice, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months;



21









 






     (9) if in addition to or other than the Borough of Manhattan, The City of New York,
the place or places where the principal of, any premium and interest on or any Additional
Amounts with respect to such Securities shall be payable, any of such Securities that are
Registered Securities may be surrendered for registration of transfer or exchange, any of
such Securities may be surrendered for conversion or exchange and notices or demands to or
upon the Company in respect of such Securities and this Indenture may be served, the extent
to which, or the manner in which, any interest payment or Additional Amounts on a global
Security on an Interest Payment Date, will be paid and the manner in which any principal of
or premium, if any, on any global Security will be paid;




     (10) whether any of such Securities are to be redeemable at the option of the Company
and, if so, the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities may be
redeemed, in whole or in part;




     (11) whether the Company is obligated to redeem or purchase any of such Securities
pursuant to any sinking fund or analogous provision or at the option of any Holder thereof
and, if so, the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities shall be
redeemed or purchased, in whole or in part, and any provisions for the remarketing of such
Securities so redeemed or purchased;




     (12) the denominations in which any of such Securities that are Registered Securities
shall be issuable if other than minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof, and the denominations in which any of such Securities that are
Bearer Securities shall be issuable if other than the denomination of $5,000 and integral
multiples thereof;




     (13) whether the Securities of the series will be convertible into shares of Common
Stock and/or exchangeable for other securities, and if so, the terms and conditions upon
which such Securities will be so convertible or exchangeable, and any deletions from or
modifications or additions to this Indenture to permit or to facilitate the issuance of such
convertible or exchangeable Securities or the administration thereof;




     (14) if other than the principal amount thereof, the portion of the principal amount
of any of such Securities that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.2 or the method by which such portion is to be
determined;




     (15) if other than Dollars, the Foreign Currency in which payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any of such Securities
shall be payable;




     (16) if the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities are to be payable, at the election of the Company or



22









 







a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in
which such Securities are stated to be payable, the date or dates on which, the period or
periods within which, and the other terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the Currency in which
such Securities are stated to be payable and the Currency in which such Securities or any of
them are to be paid pursuant to such election, and any deletions from or modifications of or
additions to the terms of this Indenture to provide for or to facilitate the issuance of
Securities denominated or payable, at the election of the Company or a Holder thereof or
otherwise, in a Foreign Currency;




     (17) whether the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with reference to an
index, formula or other method or methods (which index, formula or method or methods may be
based, without limitation, on one or more Currencies, commodities, equity securities, equity
indices or other indices), and, if so, the terms and conditions upon which and the manner in
which such amounts shall be determined and paid or payable;




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




     (19) whether either or both of Section 4.2(2) relating to defeasance or Section 4.2(3)
relating to covenant defeasance shall not be applicable to the Securities of such series, or
any covenants in addition to those specified in Section 4.2(3) relating to the Securities of
such series shall be subject to covenant of defeasance, and any deletions from, or
modifications or additions to, the provisions of Article Four in respect of the Securities
of such series;




     (20) whether any of such Securities are to be issuable upon the exercise of warrants,
and the time, manner and place for such Securities to be authenticated and delivered;




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




     (22) if there is more than one Trustee, the identity of the Trustee and, if not the
Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with
respect to such Securities; and




     (23) any other terms of such Securities and any other deletions from or modifications
or additions to this Indenture in respect of such Securities.



23









 





     All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of
such series shall be substantially identical except as to Currency of payments due thereunder,
denomination and the rate of interest thereon, or method of determining the rate of interest, if
any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to such series of
Securities. The terms of the Securities of any series may provide, without limitation, that the
Securities shall be authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or supplemental indenture and
that such persons are authorized to determine, consistent with such Officers’ Certificate or any
applicable supplemental indenture, such terms and conditions of the Securities of such series as
are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, unless otherwise so provided, a series may be
reopened for issuances of additional Securities of such series or to establish additional terms of
such series of Securities. If a separate entity is named as a Trustee in connection with issuance
of any series of Securities, the Company agrees to enter into a supplemental indenture in
connection with such issuance.



     If any of the terms of the Securities of any series shall be established by action taken by or
pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior
to the delivery of the Officers’ Certificate setting forth the terms of such series.




			
	     Section 3.2.	 	Currency; Denominations.





     Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and
interest on and any Additional Amounts with respect to the Securities shall be payable in Dollars.
Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000 and integral multiples thereof. Securities not
denominated in Dollars shall be issuable in such denominations as are established with respect to
such Securities in or pursuant to this Indenture.




			
	     Section 3.3.	 	Execution, Authentication, Delivery and Dating.





     Securities shall be executed on behalf of the Company by its Chairman of the Board, the Chief
Executive Officer, a President, its Chief Financial Officer, its Treasurer or a Vice President
under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant
Treasurer of the Company. The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.



     Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices



24









 







prior to the authentication and delivery of such Securities and Coupons or did not hold such
offices at the date of original issuance of such Securities or Coupons.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities, together with any Coupons appertaining thereto, executed by the
Company, to the Trustee for authentication and, provided that the Board Resolution and Officers’
Certificate or supplemental indenture or indentures with respect to such Securities referred to in
Section 3.1 and a Company Order for the authentication and delivery of such Securities have been
delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled
to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
fully protected in relying upon,



     (1) an Opinion of Counsel to the effect that:




     (a) the form or forms and terms of such Securities and Coupons, if any, have been
established in conformity with the provisions of this Indenture;




     (b) all conditions precedent to the authentication and delivery of such Securities and
Coupons, if any, appertaining thereto, have been complied with and that such Securities and
Coupons, when completed by appropriate insertions, executed under the Company’s corporate
seal and attested by duly authorized officers of the Company, delivered by duly authorized
officers of the Company to the Trustee for authentication pursuant to this Indenture, and
authenticated and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute legally
valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, except as enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent
transfer or other similar laws relating to or affecting creditors’ rights generally, and
subject to general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this
Indenture; such Opinion of Counsel need express no opinion as to the availability of
equitable remedies;




     (c) all laws and requirements in respect of the execution and delivery by the Company
of such Securities and Coupons, if any, have been complied with; and




     (d) this Indenture has been qualified under the Trust Indenture Act; and



     (2) an Officers’ Certificate stating that all conditions precedent to the execution,
authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been
complied with and that, to the best knowledge of the Persons executing such certificate, no event
which is, or after notice or lapse of time would become, an Event of Default with respect to any of
the Securities shall have occurred and be continuing.



25









 





     If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of
each Security, but such opinion and certificate, with appropriate modifications, shall be delivered
at or before the time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company that the Trustee
authenticate and deliver Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this Indenture relating
to authentication and delivery of such Securities continue to have been complied with.



     The Trustee shall not be required to authenticate or to cause an Authenticating Agent to
authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.



     Each Registered Security shall be dated the date of its authentication. Each Bearer Security
and any Bearer Security in global form shall be dated as of the date specified in or pursuant to
this Indenture.



     No Security or Coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section 2.2 or 6.11
executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized officers. Such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any
Bearer Security unless all Coupons appertaining thereto then matured have been detached and
cancelled.



     The Company initially appoints the Depository Trust Company (“DTC”) to act as Depository with
respect to the global Securities.



     The Company initially appoints the Trustee to act as the Securities Custodian for the global
Securities.




			
	     Section 3.4.	 	Temporary Securities.





     Pending the preparation of definitive Securities, the Company may execute and deliver to the
Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided
in Section 3.3, temporary Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the definitive Securities in lieu of which they are issued, in registered form or, if authorized in
or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as the officers of the
Company executing such Securities may determine, as conclusively evidenced by their execution of
such Securities. Such temporary Securities may be in global form.



26









 





     Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the Company shall cause
definitive Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities of the same series and containing terms and provisions that are identical to
those of any temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or
more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series and containing
identical terms and provisions; provided, however, that no definitive Bearer Security, except as
provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions set forth in or
pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with
respect to a temporary global Security, until so exchanged the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.




			
	     Section 3.5.	 	Registration, Transfer and Exchange.





     With respect to the Registered Securities of each series, if any, the Company shall cause to
be kept a register (each such register being herein sometimes referred to as the “Security
Register”) at an Office or Agency for such series in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of the Registered Securities of
such series and of transfers of the Registered Securities of such series. Such Office or Agency
shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or
pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar
for each series of Securities. The Company shall have the right to remove and replace from time to
time the Security Registrar for any series of Securities; provided that no such removal or
replacement shall be effective until a successor Security Registrar with respect to such series of
Securities shall have been appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the Security Register for
such series at all reasonable times. There shall be only one Security Register for each series of
Securities.



     Upon surrender for registration of transfer of any Registered Security of any series at any
Office or Agency for such series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding and containing
identical terms and provisions.



     At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series containing identical terms and provisions, in any



27









 







authorized denominations, and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any Office or Agency for such series. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.



     If provided in or pursuant to this Indenture, with respect to Securities of any series, at the
option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities
of such series containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured
Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 10.2, interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such series located outside
the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such Office or Agency for such series in exchange for a Registered Security of
such series and like tenor after the close of business at such Office or Agency on (i) any Regular
Record Date and before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such
Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture.



     If provided in or pursuant to this Indenture with respect to Securities of any series, at the
option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to
such series.



     Whenever any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive.



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     Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for definitive Securities only if (i) the Depositary is
at any time unwilling, unable or ineligible to continue as Depositary and a successor Depositary is
not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii)
the Company executes and delivers to the Trustee a Company Order to the effect that such global
Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with
respect to the Securities and the Depositary requests the issuance of certificated notes. If the
beneficial owners of interests in a global Security are entitled to exchange such interests for
definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the
preceding sentence, then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate principal amount
equal to the principal amount of such global Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depositary or such other Depositary as shall be
specified in the Company Order with respect thereto, and in accordance with instructions given to
the Trustee and the U.S. Depositary or such other Depositary, as the case may be (which
instructions shall be in writing but need not be contained in or accompanied by an Officers’
Certificate or be accompanied by an Opinion of Counsel unless requested by the Trustee), as shall
be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery, in exchange for
such surrendered global Security or portion thereof, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as such
global Security or portion thereof to be exchanged, which (unless such Securities are not issuable
both as Bearer Securities and as Registered Securities, in which case the definitive Securities
exchanged for the global Security or portion thereof shall be issuable only in the form in which
the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any selection of
Securities of the same series to be redeemed and ending on the relevant Redemption Date; and
provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer
Security delivered in exchange for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such exchange in part, such
global Security shall be returned by the Trustee to such Depositary or the U.S. Depositary, as the
case may be, or such other Depositary or U.S. Depositary referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for such Security and
before the opening of business at such Office or Agency on the next succeeding Interest Payment
Date, or (ii) any Special Record Date for such Security and before the opening of business at such
Office or Agency on the related proposed date for



29









 







payment of interest or Defaulted Interest, as the case may be, interest shall not be payable
on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but shall be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of such portion of such
global Security shall be payable in accordance with the provisions of this Indenture.



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



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



     No service charge by the Company shall be made for any registration of transfer or exchange,
or redemption of Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge and any other expenses (including fees and expenses of the
Trustee) that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.



     Except as otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption of
Securities of like tenor and the same series under Section 11.3 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security
selected for redemption in whole or in part, except in the case of any Security to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for
redemption except, to the extent provided with respect to such Bearer Security, that such Bearer
Security may be exchanged for a Registered Security of like tenor and the same series, provided
that such Registered Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register
the transfer of or exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such Security not to be
so repaid.




			
	     Section 3.6.	 	Mutilated, Destroyed, Lost and Stolen Securities.





     If any mutilated Security or a Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, subject to the provisions of this Section 3.6, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the
same series containing identical terms and of like principal amount and bearing a number not



30









 







contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons,
if any, appertaining to the surrendered Security.



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



     Notwithstanding the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon;
provided, however, that payment of principal of, any premium or interest on or any Additional
Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 10.2,
be payable only at an Office or Agency for such Securities located outside the United States and,
unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and
any Additional Amounts with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.



     Upon the issuance of any new Security under this Section 3.6, 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.



     Every new Security, with any Coupons appertaining thereto issued pursuant to this Section 3.6
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities
of such series and any Coupons, if any, duly issued hereunder.



     The provisions of this Section 3.6, as amended or supplemented pursuant to this Indenture with
respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.



31









 






			
	     Section 3.7.	 	Payment of Interest and Certain Additional Amounts; Rights to Interest and
Certain Additional Amounts Preserved.





     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to any Registered Security which shall be payable, and are punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest.



     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to any Registered Security which shall be payable, but shall not be punctually
paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be registered
at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed by the Company in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
such Registered Security, the Special Record Date therefor and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date
of the proposed payment, such money when so deposited to be held in trust for the benefit of
the Person entitled to such Defaulted Interest as in this Clause provided. The Special
Record Date for the payment of such Defaulted Interest shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less than 10 days
after notification to the Trustee of the proposed payment. The Trustee shall, in the name
and at the expense of the Company, cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to
the Holder of such Registered Security (or a Predecessor Security thereof) at his address as
it appears in the Security Register not less than 10 days prior to such Special Record Date.
The Trustee may, in its discretion, in the name and at the expense of the Company cause a
similar notice to be published at least once in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, but such publication shall
not be a condition precedent to the establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).



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



     Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular
series pursuant to the provisions of this Indenture, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register or by transfer to an
account maintained by the payee with a bank located in the United States.



     Subject to the foregoing provisions of this Section and Section 3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.



     In the case of any Registered Security of any series that is convertible into shares of Common
Stock or exchangeable for other securities, which Registered Security is converted or exchanged
after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Registered Security with respect to which the Stated Maturity is prior to such Interest
Payment Date), interest with respect to which the Stated Maturity is on such Interest Payment Date
shall be payable on such Interest Payment Date notwithstanding such conversion or exchange, and
such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in
whose name that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Registered Security which is
converted or exchanged, interest with respect to which the Stated Maturity is after the date of
conversion or exchange of such Registered Security shall not be payable.




			
	     Section 3.8.	 	Persons Deemed Owners.





     Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered in the Security Register as the owner of such Registered Security
for the purpose of receiving payment of principal of, any premium and (subject to Sections 3.5 and
3.7) interest on and any Additional Amounts with respect to such Registered Security and for all
other purposes whatsoever, whether or not any payment with respect to such Registered Security
shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.



     The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or Coupon shall



33









 







be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.



     No Holder of any beneficial interest in any global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such global Security, and such
Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests
of a global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.




			
	     Section 3.9.	 	Cancellation.





     All Securities and Coupons surrendered for payment, redemption, registration of transfer,
exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as
well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be
cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by or pursuant to this
Indenture. All cancelled Securities and Coupons held by the Trustee shall be disposed of in
accordance with its customary procedures. Copies of all cancelled Securities shall be provided to
the Company by the Trustee, promptly following cancellation of such Securities.




			
	     Section 3.10.	 	Computation of Interest.





     Except as otherwise provided in or pursuant to this Indenture or in any Security, interest on
the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.



ARTICLE 4




Satisfaction and Discharge of Indenture





			
	     Section 4.1.	 	Satisfaction and Discharge.





     Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with respect to any series of Securities specified in such Company Order and any
Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when



34









 





     (1) either




     (a) all Securities of such series theretofore authenticated and delivered and all
Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of
such series surrendered in exchange for Registered Securities of such series and maturing
after such exchange whose surrender is not required or has been waived as provided in
Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.6, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing after the
relevant Redemption Date whose surrender has been waived as provided in Section 11.6, and
(iv) Securities and Coupons of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 10.3) have been delivered
to the Trustee for cancellation; or




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




     (i) have become due and payable, or




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




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




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in the Currency
in which such Securities are payable in an amount sufficient to pay the entire indebtedness
on such Securities and any Coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation, including the principal of, any premium and interest on, any
Additional Amounts with respect to such Securities, Interest to the date of deposit and any
Coupons appertaining thereto, to the date of such deposit (in the case of Securities which
have become due and payable), to Maturity or to the Redemption Date, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series and any Coupons
appertaining thereto; and




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




35












 





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



     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.6 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of such series under
Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any,
with respect to such Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any rights to
convert or exchange such Securities into Common Stock or other securities shall survive.




			
	     Section 4.2.	 	Defeasance and Covenant Defeasance.





     (1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the Securities of or
within a series under clause (2) of this Section 4.2 shall not be applicable with respect to the
Securities of such series or (ii) covenant defeasance of the Securities of or within a series under
clause (3) of this Section 4.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section 4.2 (with such
modifications thereto as may be specified pursuant to Section 3.1 with respect to any Securities),
shall be applicable to such Securities and any Coupons appertaining thereto, and the Company may at
its option by Board Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 4.2.



     (2) Upon the Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and any Coupons
appertaining thereto on the date the conditions set forth in clause (4) of this Section 4.2 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding
Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of clause (5) of this Section 4.2 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar
as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (i) the rights
of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely
from the trust fund described in clause (4) of this Section 4.2 and as more fully set forth in such
clause, payments in respect of the principal of (and premium, if any) and interest, if



36









 







any, on, and Additional Amounts, if any, with respect to, such Securities and any Coupons
appertaining thereto when such payments are due, and any rights of such Holder to convert such
Securities into Common Stock or exchange such Securities for other securities, (ii) the obligations
of the Company and the Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and
10.3 and with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 4.2(4)(a) below), and with respect to any rights to convert such Securities
into Common Stock or exchange such Securities for other securities, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this Section 4.2. The Company may
exercise its option under this Section 4.2(2) notwithstanding the prior exercise of its option
under clause (3) of this Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.



     (3) Upon the Company’s exercise of the option to have this Section 4.2(3) apply with respect
to any Securities of or within a series, the Company shall be released from its obligations under
Section 8.1, Section 10.5 and Section 10.6, and, to the extent specified pursuant to Section
3.1(19), any other covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto on and after the date the conditions set forth in
clause (4) of this Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any Coupons appertaining thereto shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to such Outstanding Securities and any Coupons appertaining thereto, the Company
may omit to comply with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event of Default under
Section 5.1(4) or otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and Coupons appertaining thereto shall be unaffected thereby.



     (4) The following shall be the conditions to application of clause (2) or (3) of this Section
4.2 to any Outstanding Securities of or within a series and any Coupons appertaining thereto:




     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.7 who shall agree to
comply with the provisions of this Section 4.2 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 and any Coupons
appertaining thereto, (1) an amount in Dollars or in such Foreign Currency in which such
Securities and any Coupons appertaining thereto are then specified as payable, or (2)
Government Obligations which through the scheduled payment of



37









 







principal and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment of principal of (and premium, if
any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in
an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion of a
nationally recognized firm of Independent Public Accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal
of (and premium, if any) and interest, if any, on such Outstanding Securities and any
Coupons appertaining thereto at the Stated Maturity of such principal or installment of
principal or premium or interest (including any Redemption Date that the Company irrevocably
specifies at the time of such defeasance or covenant defeasance) and (z) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding Securities and
any Coupons appertaining thereto on the days on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities and any Coupons
appertaining thereto.




     (b) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.




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




     (d) In the case of an election under clause (2) of this Section 4.2, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from the Internal Revenue Service a letter ruling, or there has been published by
the Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred.




     (e) In the case of an election under clause (3) of this Section 4.2, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same



38









 







manner and at the same times as would have been the case if such covenant defeasance
had not occurred.




     (f) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, after the 91st day after the date of deposit, all money and Government Obligations (or
other property as may be provided pursuant to Section 3.1) (including the proceeds thereof)
deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant
to this clause (4) to be held in trust will not be subject to any case or proceeding
(whether voluntary or involuntary) in respect of the Company under any Federal or State
bankruptcy, insolvency, reorganization or other similar law, or any decree or order for
relief in respect of the Company issued in connection therewith.




     (g) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant
defeasance under clause (2) or (3) of this Section 4.2 (as the case may be) have been
complied with.




     (h) Notwithstanding any other provisions of this Section 4.2(4), such defeasance or
covenant defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.1.



     (5) Unless otherwise specified in or pursuant to this Indenture or any Security, if, after a
deposit referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 3.1 or the terms of
such Security to receive payment in a Currency other than that in which the deposit pursuant to
Section 4.2(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in
respect of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a) has been made,
the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed
to have been, and will be, fully discharged and satisfied through the payment of the principal of
(and premium, if any), and interest, if any, on, and Additional Amounts, if any, with respect to,
such Security as the same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on (x) in the case of payments made pursuant to clause (a)
above, the applicable market exchange rate for such Currency in effect on the second Business Day
prior to each payment date, or (y) with respect to a Conversion Event, the applicable market
exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.



     The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for
purposes of this Section 4.2(5) and Section 4.3, the “Trustee”) against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited pursuant to this
Section 4.2 or the principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such Outstanding Securities and
any Coupons appertaining thereto.



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     Anything in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2
which, in the opinion of a nationally recognized firm of Independent Public Accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 4.2.



     In the case where an election is made under clause (3) of this Section 4.2 with respect to a
Security and the Security is declared due and payable because of the occurrence of any Event of
Default (other than an Event of Default with respect to any covenant as to which there has been
covenant defeasance), if the amount in Dollars or Foreign Currency in which the Security is
payable, and Government Obligations on deposit with the Trustee, will be sufficient to pay amounts
due on the Security at the time of the stated maturity or earlier redemption but is not sufficient
to pay amounts due on the Security at the time of the acceleration resulting from the Event of
Default, the Company shall remain liable to make payment of the amounts due at the time of
acceleration.




			
	     Section 4.3.	 	Application of Trust Money.





     Subject to the provisions of the last paragraph of Section 10.3, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect of any Outstanding
Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts, if any; but such
money and Government Obligations need not be segregated from other funds except to the extent
required by law.



ARTICLE 5




Remedies





			
	     Section 5.1.	 	Events of Default.





     “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers’ Certificate establishing the terms of such Series pursuant to this
Indenture:



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     (1) default in the payment of any interest on any Security of such series, or any Additional
Amounts payable with respect thereto, when interest or Additional Amounts become due and payable,
and continuance of such default for a period of 30 days; or



     (2) default in the payment of the principal of or any premium on any Security of such series,
or any Additional Amounts payable with respect thereto, when such principal, premium or such
Additional Amounts become due and payable at their Maturity, upon any redemption, upon declaration
of acceleration or otherwise; or



     (3) default in the deposit of any sinking fund payment when and as due by the terms of a
Security of such series; or



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



     (5) if any event of default as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any Debt of the Company
(including any Event of Default under any other series of Securities), whether such Debt now exists
or shall hereafter be created or incurred, shall happen and shall consist of default in the payment
of more than $100 million in principal amount of such Debt at the maturity thereof (after giving
effect to any applicable grace period) or shall result in such Debt in principal amount in excess
of $100 million becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable; provided, however, that if such default under such mortgage,
indenture or instrument is cured by the Company, or waived by the holders of such Debt, in each
case as many be permitted by such mortgage, indenture or instrument, then the event of default
under this Indenture caused by such default will be deemed likewise to be cured or waived;



     (6) the entry by a court having competent jurisdiction of:




     (a) a decree or order for relief in respect of the Company in an involuntary proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law and such
decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or




     (b) a decree or order adjudging the Company to be insolvent, or approving a petition
seeking reorganization, arrangement, adjustment or composition of the Company because of
such insolvency and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or



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     (c) a final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of the Company or of any substantial part of the
property of the Company, or ordering the winding up or liquidation of the affairs of the
Company; or



     (7) the commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to
be adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief
in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or the filing by the
Company of a petition or answer or consent seeking reorganization, arrangement, adjustment or
composition of the Company because of such insolvency or relief under any applicable law relating
to the insolvency, or the consent by the Company to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or
similar official of the Company or any substantial part of the property of the Company or the
making by the Company of an assignment for the benefit of creditors, or the taking of corporate
action by the Company in furtherance of any such action; or



     (8) any other Event of Default provided in or pursuant to this Indenture with respect to
Securities of such series.




			
	     Section 5.2.	 	Acceleration of Maturity; Rescission and Annulment.





     If an Event of Default with respect to Securities of any series at the time Outstanding (other
than an Event of Default specified in clause (6) or (7) of Section 5.1) occurs and is continuing
either the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series may declare the principal amount of all the Securities of such series, or
such lesser amount as may be provided for in the Securities of such series, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal or such lesser amount shall become immediately due and
payable.



     If an Event of Default specified in clause (6) or (7) of Section 5.1 occurs, all unpaid
principal of and accrued interest on the Outstanding Securities of that series (or such lesser
amount as may be provided for in the Securities of such series) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.



     At any time after 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 provided, the Holders of not less than 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



42









 





     (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay




     (a) all overdue installments of any interest on and Additional Amounts with respect to
all Securities of such series and any Coupon appertaining thereto,




     (b) the principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and interest thereon and any
Additional Amounts with respect thereto at the rate or rates borne by or provided for in
such Securities,




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




     (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and all other
amounts due the Trustee under Section 6.6; and



     (2) all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional Amounts with
respect to Securities of such series which shall have become due solely by such declaration of
acceleration, shall have been cured or waived as provided in Section 5.13.



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




			
	     Section 5.3.	 	Collection of Indebtedness and Suits for Enforcement by Trustee.





     The Company covenants that if



     (1) default is made in the payment of any installment of interest on or any Additional
Amounts with respect to any Security or any Coupon appertaining thereto when such interest or
Additional Amounts shall have become due and payable and such default continues for a period of 30
days, or



     (2) default is made in the payment of the principal of or any premium on any Security or any
Additional Amounts with respect thereto at their Maturity,


the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities and any Coupons appertaining thereto, the whole amount of money then due and
payable with respect to such Securities and any Coupons appertaining thereto, with interest upon
the overdue principal, any premium and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest and Additional Amounts at the rate
or rates borne by or provided for in such Securities, and, in addition thereto, such further amount
of money as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due to the Trustee under Section 6.6.




43









 








     If the Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money so
due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and any Coupons appertaining
thereto and collect the monies adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities and any Coupons
appertaining thereto, wherever situated.



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




			
	     Section 5.4.	 	Trustee May File Proofs of Claim.





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




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




     (2) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same subject to this Indenture;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Securities or any Coupons to
make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and


44









 






advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section
6.6.




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




			
	     Section 5.5.	 	Trustee May Enforce Claims without Possession of Securities or Coupons.





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




			
	     Section 5.6.	 	Application of Money Collected.





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




     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee, its
agents and attorneys under Section 6.6, 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 the payment of the amounts then due and unpaid upon the Securities and any
Coupons for principal and any premium, interest and Additional Amounts in respect of which
or for the benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and payable on such Securities
and Coupons for principal and any premium, interest and Additional Amounts, respectively;




     THIRD: The balance, if any, to the Person or Persons entitled thereto or as a court of
competent jurisdiction may direct.



45









 






			
	     Section 5.7.	 	Limitations on Suits.





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




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




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




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




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




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



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




			
	     Section 5.8.	 	Unconditional Right of Holders to Receive Principal and any Premium, Interest
and Additional Amounts.





     Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment of the principal of,
any premium and (subject to Sections 3.5 and 3.7) interest on, and any Additional Amounts with
respect to such Security or payment of such Coupon, as the case may be, on the respective Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.



46









 






			
	     Section 5.9.	 	Restoration of Rights and Remedies.





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




			
	     Section 5.10.	 	Rights and Remedies Cumulative.





     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security
or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy,
to the extent permitted by law, shall 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, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate right or remedy.




			
	     Section 5.11.	 	Delay or Omission Not Waiver.





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




			
	     Section 5.12.	 	Control by Holders of Securities.





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




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture or with the Securities of such series,




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




     (3) such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action or that may involve the Trustee in
personal liability.



47









 






			
	     Section 5.13.	 	Waiver of Past Defaults.





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




     (1) in the payment of the principal of, any premium or interest on, or any Additional
Amounts with respect to, any Security of such series or any Coupons appertaining thereto, or




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



     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, or to retract (prior to the requisite percentage for such
waiver to become effective having been obtained) any such waiver previously given, whether or not
such Holders remain Holders after such record date; provided, that such waiver shall be effected no
later than the 90th day 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 5.14.	 	Waiver of Usury, Stay or Extension Laws.





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




			
	     Section 5.15.	 	Undertaking for Costs





     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by such party



48









 







litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest, if any, on or Additional Amounts, if any, with respect to any Security on or
after the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment)
or for the enforcement of the right, if any, to convert or exchange any Security into Common Stock
or other securities in accordance with its terms.



ARTICLE 6




The Trustee





			
	     Section 6.1.	 	Certain Rights of Trustee.





     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:




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




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




     (3) in case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;




     (4) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than delivery of any
Security, together with any Coupons appertaining thereto, to the Trustee for authentication
and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;




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



49









 






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




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




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




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




     (10) the Trustee shall not be liable for any action taken or 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, acted in bad
faith or engaged in willful misconduct;




     (11) the Authenticating Agent, Paying Agent, and Security Registrar shall have the
same protections as the Trustee set forth hereunder; and




     (12) the Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with an Act of the Holders hereunder,
and, to the extent not so provided herein, with respect to any act requiring the Trustee to
exercise its own discretion, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture or any Securities, unless it shall be
proved that, in connection with any such action taken, suffered or omitted or any such act,
the Trustee was negligent, acted in bad faith or engaged in willful misconduct.



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	     Section 6.2.	 	Notice of Defaults.





     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall deliver to all Holders of Securities of such series notice of such
default hereunder actually known to a Responsible Officer of the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any
sinking fund or purchase fund installment with respect to, any Security 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 best interest of the Holders of
Securities and Coupons of such series; and provided, further, that in the case of any default of
the character specified in Section 5.1(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.




			
	     Section 6.3.	 	Not Responsible for Recitals or Issuance of Securities.





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




			
	     Section 6.4.	 	May Hold Securities.





     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of
the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if
it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
Person.




			
	     Section 6.5.	 	Money Held in Trust.





     Except as provided in Section 4.3 and Section 10.3, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required by law and shall be
held uninvested. The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed to in writing with the Company.



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	     Section 6.6.	 	Compensation and Reimbursement.





     The Company agrees:




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




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture or arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder (including
the reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as are attributable to the Trustee’s
negligence or bad faith; and




     (3) to indemnify the Trustee and its agents, officers, directors and employees for,
and to hold them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and expenses of
defending themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent attributable to
the Trustee’s negligence or bad faith.



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



     To the extent permitted by law, any compensation or expense incurred by the Trustee after a
default specified in or pursuant to Section 5.1 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of
this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any
Trustee shall not affect the rights of any other Trustee under this Section 6.6.



     The provisions of this Section 6.6 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and
effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.




			
	     Section 6.7.	 	Corporate Trustee Required; Eligibility.





     There shall at all times be a Trustee hereunder that is a Corporation organized and doing
business under the laws of the United States of America, any state thereof or the District of
Columbia, that is eligible and satisfies the requirements under Section 310(a)(1), (2) and (5) of
the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture



52









 







Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2)
of the Trust Indenture Act) of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.




			
	     Section 6.8.	 	Resignation and Removal; Appointment of Successor.





     (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 6.9.



     (2) The Trustee may resign at any time with respect to the Securities of one or more series
by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.9 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such series.



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



     (4) If at any time:




     (a) the Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to Securities of any series after written
request therefor by the Company or any Holder of a Security of such series who has been a
bona fide Holder of a Security of such series for at least six months, or




     (b) the Trustee shall cease to be eligible under Section 6.7 and shall fail to resign
after written request therefor by the Company or any such Holder, or




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


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




53









 








     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to the Securities of
any particular series) and shall comply with the applicable requirements of Section 6.9. If,
within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 6.9,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 6.9, any Holder of a Security
who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



     (6) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are issued as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of
Payment located outside the United States. 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.



     (7) In no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.




			
	     Section 6.9.	 	Acceptance of Appointment by Successor.





     (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities,
such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and 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 hereunder of
the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section
10.3, shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 6.6.



54









 





     (2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee
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, such 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, 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 that no Trustee shall
be responsible for any notice given to, or received by, or any act or failure to act on the part of
any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the Trustee under this
Indenture with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates and
subject to Section 10.3 shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the 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, subject to its claim, if any, provided for in Section 6.6.



     (3) Upon request of any Person appointed hereunder as a 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 (1) or (2) of this
Section, as the case may be.



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




			
	     Section 6.10.	 	Merger, Conversion, Consolidation or Succession to Business.





     Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation



55









 







to which the Trustee shall be a party, or any Corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, without the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated but not delivered by the
Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.




			
	     Section 6.11.	 	Appointment of Authenticating Agent.





     The Trustee may appoint one or more Authenticating Agents acceptable to the Company with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of that or those series issued upon original issue, exchange,
registration of transfer, partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.



     Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a corporation that would be permitted by the
Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act,
is authorized under applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.



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



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i)
mail written notice of such appointment by first-class



56









 







mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with
respect to which such Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish
notice of such appointment at least once in an Authorized Newspaper in the place where such
successor Authenticating Agent has its principal office if such office is located outside the
United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this Section.



     The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.6.



     The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each Authenticating Agent.



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




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



	 	 	 	 	 
	 	 	[NAME OF TRUSTEE],
	 	 	          as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	as Authenticating Agent
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






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




57












 





ARTICLE 7




Holders Lists and Reports by Trustee and Company





			
	     Section 7.1.	 	Company to Furnish Trustee Names and Addresses of Holders.





     In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or
cause to be furnished to the Trustee




     (1) semi-annually with respect to Securities of each series not later than [___]
and [___] of the year or upon such other dates as are set forth in or pursuant to the
Board Resolution or indenture supplemental hereto authorizing such series, a list, in each
case in such form as the Trustee may reasonably require, of the names and addresses of
Holders of Securities of such series as of the applicable date, and




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



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




			
	     Section 7.2.	 	Preservation of Information; Communications to Holders.





     The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the
Trust Indenture Act.



     Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, 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 312(b) of the Trust Indenture Act.




			
	     Section 7.3.	 	Reports by Trustee.





     (1) Within 60 days after May 15th of each year commencing with the first May
15th following the first issuance of Securities pursuant to Section 3.1, if required by
Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c)
of the Trust Indenture Act, a brief report dated as of such May 15th with respect to any
of the events specified in said Section 313(a) which may have occurred since the later of the
immediately preceding May 15th and the date of this Indenture.



     (2) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture
Act at the times specified therein.



58









 





     (3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture Act.




			
	     Section 7.4.	 	Reports by Company.





     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:



     (1) file with the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of said Sections, then it shall file with
the Trustee and the Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed
and registered on a national securities exchange as may be prescribed from time to time in such
rules and regulations; provided that any such information, documents or reports filed or furnished
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR)
system shall be deemed to be filed with the Trustee and Holders as of the time such information,
documents or reports are filed or furnished via EDGAR;



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



     (3) transmit to Holders within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of
any information, documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section as may be required by rules and regulations prescribed from time to
time by the Commission. Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute notice of any
information contained therein or determinable from information contained herein, 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 8




Consolidation, Amalgamation, Merger and Sales





			
	     Section 8.1.	 	Company May Consolidate, Etc., Only on Certain Terms.





     The Company shall not consolidate or amalgamate with or merge into any other Person (whether
or not affiliated with the Company), or convey, transfer or lease its properties and



59









 







assets as an entirety or substantially as an entirety to any other Person (whether or not
affiliated with the Company), and the Company shall not permit any other Person (whether or not
affiliated with the Company) to consolidate or amalgamate with or merge into the Company or convey,
transfer or lease its properties and assets as an entirety or substantially as an entirety to the
Company, unless:



     (1) in case the Company shall consolidate or amalgamate with or merge into another Person
(whether or not affiliated with the Company) or convey, transfer or lease its properties and assets
as an entirety or substantially as an entirety to any Person (whether or not affiliated with the
Company), the Person formed by such consolidation or amalgamation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company as an entirety or substantially as an entirety shall be a Corporation
organized and existing under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time
there is more than one Trustee) supplemental hereto and thereto, as applicable, satisfactory in
form to the Trustee or Trustees, as applicable, executed by the successor Person and delivered to
the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on
and any Additional Amounts, if any, with respect to all the Securities and the performance of every
obligation in this Indenture and the Outstanding Securities on the part of the Company to be
performed or observed and shall provide for conversion or exchange rights in accordance with the
provisions of the Securities of any series that are convertible or exchangeable into Common Stock
or other securities;



     (2) immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default or
event which, after notice or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing; and



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




			
	     Section 8.2.	 	Successor Person Substituted for Company.





     Upon any consolidation or amalgamation by the Company with or merger of the Company into any
other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 8.1, the successor Person
formed by such consolidation or amalgamation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and



60









 







thereafter, except in the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.



ARTICLE 9




Supplemental Indentures





			
	     Section 9.1.	 	Supplemental Indentures without Consent of Holders.





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



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



     (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (as shall be specified in such supplemental indenture or indentures) or to
surrender any right or power herein conferred upon the Company; or



     (3) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on the
payment of principal of, any premium or interest on or any Additional Amounts with respect to
Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or
to permit or facilitate the issuance of Securities in uncertificated form, provided any such action
shall not adversely affect the interests of the Holders of Outstanding Securities of any series or
any Coupons appertaining thereto in any material respect; or



     (4) to establish the form or terms of Securities of any series and any Coupons appertaining
thereto as permitted by Sections 2.1 and 3.1; or



     (5) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or



     (6) to cure any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture which shall not adversely affect the
interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining
thereto in any material respect, provided that any amendment made solely to conform the provisions
of this Indenture to the corresponding description of the Securities contained in the applicable
prospectus or prospectus supplement shall be deemed to not adversely affect the interests of the
Holders; or



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     (7) to add to, delete from or revise the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein
set forth; or



     (8) to add any additional Events of Default with respect to all or any series of Securities
(as shall be specified in such supplemental indenture); or



     (9) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant
to Article Four, provided that any such action shall not adversely affect the interests of any
Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other
Outstanding Security or Coupon in any material respect; or



     (10) to secure the Securities pursuant to Section 10.5 or otherwise; or



     (11) to make provisions with respect to conversion or exchange rights of Holders of
Securities of any series; or



     (12) to amend or supplement any provision contained herein or in any supplemental indenture,
provided that no such amendment or supplement shall materially adversely affect the interests of
the Holders of any Securities then Outstanding.




			
	     Section 9.2.	 	Supplemental Indentures with Consent of Holders.





     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a
Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
of such series under this Indenture or of the Securities of such series; provided, however, that no
such supplemental indenture, without the consent of the Holder of each Outstanding Security
affected thereby, shall



     (1) change the Stated Maturity of the principal of, or any premium or installment of interest
on or any Additional Amounts with respect to, any Security; or reduce the principal amount thereof
or the rate (or modify the calculation of such rate in a manner that may reduce such rate) of
interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the
redemption thereof or otherwise; or change the obligation of the Company to pay Additional Amounts
pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section
9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2
or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption
provisions or adversely affect the right of repayment at the option of any Holder as contemplated
by Article Thirteen, or change the Place of Payment, Currency in which the principal of, any
premium or interest on, or any Additional Amounts with respect to any



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Security is payable; or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for
repayment), or



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the
requirements of Section 15.4 for quorum or voting, or



     (3) modify any of the provisions of Section 5.13 or Section 10.8, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected thereby, or



     (4) make any change that adversely affects the right to convert or exchange any Security into
or for Common Stock or other securities in accordance with its terms; or



     (5) modify any of the provisions in this Section 9.2.



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



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




			
	     Section 9.3.	 	Execution of Supplemental Indentures.





     As a condition to executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trust created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture and an
Officers’ Certificate stating that all conditions precedent to the execution of such supplemental
indenture have been fulfilled. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.




			
	     Section 9.4.	 	Effect of Supplemental Indentures.





     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this



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Indenture for all purposes; and every Holder of a Security theretofore or thereafter
authenticated and delivered hereunder and of any Coupon appertaining thereto shall be bound
thereby.




			
	     Section 9.5.	 	Reference in Securities to Supplemental Indentures.





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




			
	     Section 9.6.	 	Conformity with Trust Indenture Act.





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




			
	     Section 9.7.	 	Notice of Supplemental Indenture.





     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 9.2, the Company shall transmit to the Holders of Outstanding Securities of any
series affected thereby a notice setting forth the substance of such supplemental indenture.



ARTICLE 10




Covenants





			
	     Section 10.1.	 	Payment of Principal, any Premium, Interest and Additional Amounts.





     The Company covenants and agrees for the benefit of the Holders of the Securities of each
series that it will duly and punctually pay the principal of, any premium and interest on and any
Additional Amounts with respect to the Securities of such series in accordance with the terms
thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto
for such interest as they severally mature.




			
	     Section 10.2.	 	Maintenance of Office or Agency.





     The Company shall maintain in each Place of Payment for any series of Securities an Office or
Agency where Securities of such series (but not Bearer Securities, except as otherwise provided
below, unless such Place of Payment is located outside the United States) may be presented or
surrendered for payment, where Securities of such series may be surrendered for registration of
transfer or exchange, where Securities of such series that are convertible or exchangeable may be
surrendered for conversion or exchange, and where notices and demands to



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or upon the Company in respect of the Securities of such series relating thereto and this
Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company
shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a
Place of Payment for such series which is located outside the United States where Securities of
such series and any Coupons appertaining thereto may be presented and surrendered for payment;
provided, however, that if the Securities of such series are listed on The Stock Exchange of the
United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of such series are listed on such
exchange. 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 or Agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment at the place specified for the
purpose with respect to such Securities as provided in or pursuant to this Indenture, and the
Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.



     Except as otherwise provided in or pursuant to this Indenture, no payment of principal,
premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any
Office or Agency in the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of
principal of, any premium or interest on and any Additional Amounts with respect to any such
Security may be made at a designated Corporate Trust Office of the Trustee or any Office or Agency
designated by the Company in the Borough of Manhattan, The City of New York, if (but only if)
payment of the full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions.



     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 each Place of Payment for Securities of any series for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to
this Indenture, the Company hereby designates as the Place of Payment for each series of Securities
Minneapolis, Minnesota, and initially appoints the office of the Trustee at Wells Fargo Bank,
National Association, Corporate Trust Operations, 608 Second Avenue South, N9303-121, Minneapolis,
Minnesota 55479 as the Office or Agency for the purposes set forth in the first paragraph of this
Section 10.2.



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     Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.




			
	     Section 10.3.	 	Money for Securities Payments to Be Held in Trust.





     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it shall, on or before each due date of the principal of, any premium or interest on or
Additional Amounts with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.1 for the Securities of such series)
sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.



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



     The Company shall 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 shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent shall:



     (1) hold all sums held by it for the payment of the principal of, any premium or interest on
or any Additional Amounts with respect to Securities of such series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
provided in or pursuant to this Indenture;



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



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



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent,



66









 







such sums to be held by the Trustee upon the same terms as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect to such sums.



     Except as otherwise provided herein or pursuant hereto and subject to any applicable escheat
and abandoned property laws, 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, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon appertaining thereto
and remaining unclaimed for two years after such principal or any such premium or interest or any
such Additional Amounts shall have become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security or any Coupon appertaining thereto 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 an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor shall it be later than two years after such principal and any premium or
interest or Additional Amounts shall have become due and payable, any unclaimed balance of such
money then remaining will be repaid to the Company.




			
	     Section 10.4.	 	Additional Amounts.





     If any Securities of a series provide for the payment of Additional Amounts, the Company
agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional
Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of such series
established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as
excluding the payment of Additional Amounts in those provisions hereof where such express mention
is not made.



     Except as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to such series of Securities
(or if the Securities of such series shall not bear interest prior to Maturity, the first day on
which a payment of principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal
Paying Agent or



67









 







Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or
interest on the Securities of such series shall be made to Holders of Securities of such series or
the Coupons appertaining thereto who are United States Aliens without withholding for or on account
of any tax, assessment or other governmental charge described in the Securities of such series. If
any such withholding shall be required, then such Officers’ Certificate shall specify by country
the amount, if any, required to be withheld on such payments to such Holders of Securities or
Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in connection with actions
taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this
Section.




			
	     Section 10.5.	 	Limitation on Liens.





     The Company agrees that it will not, and will not permit any Restricted Subsidiary to, create,
incur, issue, assume or guarantee any indebtedness for money borrowed (“Debt”), secured by a
Mortgage upon any Operating Property, or upon shares of capital stock or Debt issued by any
Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, at the date of this
Indenture or hereafter acquired, without effectively providing concurrently that the Outstanding
Securities hereunder (together with, if the Company shall so determine, any other Debt of the
Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate
to the Securities) shall be secured equally and ratably with or, at the option of the Company,
prior to such Debt so long as such Debt shall be so secured, unless, at the time of such creation,
incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of
any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by
Mortgages which would otherwise be subject to such restrictions (other than any Debt secured by
Mortgages permitted in Clauses (1) through (7) of this Section 10.5), together with all
Attributable Debt with respect to Sale and Leaseback Transactions (other than certain Sale and
Leaseback Transactions that are permitted under paragraph (b) of Section 10.6 below) would not
exceed 15% of Consolidated Net Tangible Assets; provided, however, that this Section shall not
apply to, and there shall be excluded from Debt in any computation under this Section, Debt secured
by:



     (1) Mortgages on property existing at the time of the acquisition thereof;



     (2) Mortgages on property of a Corporation or other entity existing at the time such
Corporation or other entity is merged into or consolidated with the Company or a Restricted
Subsidiary or at the time of a sale, lease or other disposition of the properties of such
Corporation or other entity (or a division thereof) as an entirety or substantially as an entirety
to the Company or a Restricted Subsidiary, provided that any such Mortgage does not extend to any
property owned by the Company or Restricted Subsidiary immediately prior to such merger,
consolidation, sale, lease or disposition;



     (3) Mortgages on property of a corporation or other entity existing at the time such
corporation becomes a Restricted Subsidiary;



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     (4) Mortgages in favor of the Company or a Restricted Subsidiary;



     (5) Mortgages to secure all or part of the cost of acquisition, construction, development or
improvement of the underlying property, or to secure Debt incurred to provide funds for any such
purpose, provided that the commitment of the creditor to extend the credit secured by any such
Mortgage shall have been obtained not later than 365 days after the later of (A) the completion of
the acquisition, construction, development or improvement of such property or (B) the placing in
operation of such property;



     (6) Mortgages in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision thereof, to secure partial,
progress, advance or other payments; and



     (7) Mortgages existing on the date of this Indenture or any extension, renewal, replacement or
refunding of any Debt secured by a Mortgage existing on the date of this Indenture or referred to
in clauses (1) to (3) or (5) of this Section 10.5, provided that the principal amount of Debt
secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the
principal amount of Debt, plus any premium or fee payable in connection with any such extension,
renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement
or refunding.




			
	     Section 10.6.	 	Limitation on Sale and Leaseback





     (a) The Company agrees that it will not, and will not permit any Restricted Subsidiary to
enter into any arrangement with any person providing for the leasing by the Company or any
Restricted Subsidiary of any Operating Property that has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such person with the intention of taking back a lease
of such property (a “Sale and Leaseback Transaction”), unless the terms of such sale or transfer
have been determined by the Board of Directors to be fair and arm’s-length and either:




	 	(i)	 	within 180 days after the receipt of the proceeds of the sale or transfer, the
Company or any Restricted Subsidiary applies an amount equal to the greater of the net
proceeds of the sale or transfer or the fair value of such Operating Property at the
time of such sale or transfer to the prepayment or retirement (other than any mandatory
prepayment or retirement) of Senior Funded Debt; or






	 	(ii)	 	the Company or such Restricted Subsidiary would be entitled, at the effective
date of the sale or transfer, to incur Debt secured by a Mortgage on such Operating
Property, in an amount at least equal to the Attributable Debt in respect of the Sale
and Leaseback Transaction, without equally and ratably securing the Securities pursuant
to Section 10.5.





     (b) The foregoing restriction in paragraph (a) above will not apply to any Sale and Leaseback
Transaction (i) for a term of not more than three years including renewals or (ii)



69









 







between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, provided
that the lessor shall be the Company or a wholly-owned Restricted Subsidiary.




			
	     Section 10.7.	 	Corporate Existence.





     Subject to Article Eight, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and that of each Subsidiary and
their respective rights (charter and statutory) and franchises; provided, however, that the
foregoing shall not obligate the Company or any Subsidiary to preserve any such right or franchise
if the Company or any Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of its business or the business of such Subsidiary and that the loss
thereof is not disadvantageous in any material respect to any Holder.




			
	     Section 10.8.	 	Waiver of Certain Covenants.





     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 10.5 or 10.6 with respect to the Securities of any series if before
the time for such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance
in such instance or generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.




			
	     Section 10.9.	 	Company Statement as to Compliance; Notice of Certain Defaults.





     (1) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year, a written statement (which need not be contained in or accompanied by an Officers’
Certificate) signed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, stating that




     (a) a review of the activities of the Company during such year and of its performance
under this Indenture has been made under his or her supervision, and




     (b) to the best of his or her knowledge, based on such review, (a) the Company has
complied with all the conditions and covenants imposed on it under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such condition or
covenant, specifying each such default known to him or her and the nature and status
thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse
of time or both would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status thereof.



     (2) The Company shall deliver to the Trustee, within five Business Days after becoming aware
of the occurrence thereof, written notice of any Event of Default or any event which after



70









 







notice or lapse of time or both would become an Event of Default pursuant to clause (4) of
Section 5.1.



     (3) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Article 10 other than as specifically set forth in this Section 10.9.



ARTICLE 11




Redemption of Securities





			
	     Section 11.1.	 	Applicability of Article.





     Redemption of Securities of any series at the option of the Company as permitted or required
by the terms of such Securities shall be made in accordance with the terms of such Securities and
(except as otherwise provided herein or pursuant hereto) this Article.




			
	     Section 11.2.	 	Election to Redeem; Notice to Trustee.





     The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of (a) less than all of
the Securities of any series or (b) all of the Securities of any series, with the same issue date,
interest rate or formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities
of such series to be redeemed.




			
	     Section 11.3.	 	Selection by Trustee of Securities to be Redeemed.





     If less than all of the Securities of any series with the same issue date, interest rate or
formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days and not less than 30 days prior to the Redemption
Date by the Trustee from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of Registered Securities of such
series; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Registered Security of such series not redeemed to less than the minimum
denomination for a Security of such series established herein or pursuant hereto.



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



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



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     Unless otherwise specified in or pursuant to this Indenture or the Securities of any series,
if any Security selected for partial redemption is converted into Common Stock or exchanged for
other securities in part before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted portion of such Security shall be deemed (so far
as may be) to be the portion selected for redemption. Securities which have been converted or
exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.




			
	     Section 11.4.	 	Notice of Redemption.





     Notice of redemption shall be given in the manner provided in Section 1.6, not less than 30
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the
Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by
mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect
the validity of the proceedings for the redemption of any other Securities or portion thereof.



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



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price,



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



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



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



     (6) the place or places where such Securities, together (in the case of Bearer Securities)
with all Coupons appertaining thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts
pertaining thereto,



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



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



     (9) if Bearer Securities of any series are to be redeemed and no Registered Securities of
such series are to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the Redemption Date pursuant to Section 3.5 or otherwise,
the last date, as determined by the Company, on which such exchanges may be made,



     (10) in the case of Securities of any series that are convertible into Common Stock or
exchangeable for other securities, the conversion or exchange price or rate, the date or dates on
which the right to convert or exchange the principal of the Securities of such series to be
redeemed will commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and



     (11) the CUSIP number and/or similar numbers of such Securities, if any (or any other numbers
used by a Depositary to identify such Securities).



     A notice of redemption published as contemplated by Section 1.6 need not identify particular
Registered Securities to be redeemed.



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




			
	     Section 11.5.	 	Deposit of Redemption Price.





     On or prior to any Redemption Date, the Company shall deposit, with respect to the Securities
of any series called for redemption pursuant to Section 11.4, with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money in the applicable Currency sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 3.1 or in the Securities of such series) any accrued
interest on and Additional Amounts with respect thereto, all such Securities or portions thereof
which are to be redeemed on that date.




			
	     Section 11.6.	 	Securities Payable on Redemption Date.





     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with said notice,
together with all Coupons, if any, appertaining thereto maturing



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after the Redemption Date, such Security shall be paid by the Company at the Redemption Price,
together with any accrued interest and Additional Amounts to the Redemption Date; provided,
however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer
Securities of such series, installments of interest on Bearer Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States except as otherwise
provided in Section 10.2), and provided, further, that, except as otherwise specified in or
pursuant to this Indenture or the Registered Securities of such series, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the Regular Record Dates therefor according to their terms and the provisions
of Section 3.7.



     If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such Security located
outside of the United States except as otherwise provided in Section 10.2.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date
at the rate prescribed therefor in the Security.




			
	     Section 11.7.	 	Securities Redeemed in Part.





     Any Registered Security which is to be redeemed only in part shall be surrendered at any
Office or Agency for such Security (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same series, containing
identical terms and provisions, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary or other Depositary
for such Security in global form as shall be specified in the Company Order with respect thereto to
the Trustee, without service charge, a new Security in global form in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Security in global form so
surrendered.




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ARTICLE 12




Sinking Funds





			
	     Section 12.1.	 	Applicability of Article.





     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture
or any Security of such series issued pursuant to this Indenture.



     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 such series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.
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 and this Indenture.




			
	     Section 12.2.	 	Satisfaction of Sinking Fund Payments with Securities.





     The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any series to be made pursuant to the terms of such Securities, accompanied by
a written notice to the Trustee, (1) deliver Outstanding Securities of such series (other than any
of such Securities previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), together in the case of any Bearer Securities of
such series with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company pursuant to the terms
of such series of Securities or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, provided that such series of 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. If, as
a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to
this Section 12.2, the principal amount of Securities of such series to be redeemed in order to
satisfy the remaining sinking fund payment shall be less than $100,000, the Trustee need not call
Securities of such series for redemption, except upon Company Request, and such cash payment shall
be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Securities of that series
purchased by the Company having an unpaid principal amount equal to the cash payment requested to
be released to the Company.



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	     Section 12.3.	 	Redemption of Securities for Sinking Fund.





     Not less than 75 days prior to each sinking fund payment date for any series of Securities,
the Company shall deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers’ Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 60 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 11.3 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 11.4. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.



ARTICLE 13




Repayment at the Option of Holders





			
	     Section 13.1.	 	Applicability of Article.





     Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Section 13.1, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the close of business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of the Company to pay
the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.



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ARTICLE 14




Securities in Foreign Currencies





			
	     Section 14.1.	 	Applicability of Article.





     Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series or pursuant to this
Indenture or the Securities, any amount in respect of any Security denominated in a Currency other
than Dollars shall be treated for any such action or distribution as that amount of Dollars that
could be obtained for such amount on such reasonable basis of exchange and as of the record date
with respect to Registered Securities of such series (if any) for such action, determination of
rights or distribution (or, if there shall be no applicable record date, such other date reasonably
proximate to the date of such action, determination of rights or distribution) as the Company may
specify in a written notice to the Trustee.



ARTICLE 15




Meetings of Holders of Securities





			
	     Section 15.1.	 	Purposes for Which Meetings May Be Called.





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




			
	     Section 15.2.	 	Call, Notice and Place of Meetings.





     (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 15.1, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in
part as Bearer Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the
time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180
days prior to the date fixed for the meeting.



     (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 15.1, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication
of the notice of such meeting within 21 days after receipt of such request (whichever



77









 







shall be required pursuant to Section 1.6) or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or, if Securities of such series are to be issued as
Bearer Securities, in London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in clause (1) of this Section.




			
	     Section 15.3.	 	Persons Entitled to Vote at Meetings.





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




			
	     Section 15.4.	 	Quorum; Action.





     The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for any meeting of Holders of Securities of such series. In the
absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at
any reconvened meeting, such reconvened meeting may be further adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the adjournment of such
reconvened meeting. Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 15.2(1), except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.



     Except as limited by the proviso to Section 9.2, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities
of that series; provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other Act which this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of such series.



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




			
	     Section 15.5.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings.





     (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such
series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 1.4 and the appointment of any proxy shall be proved in the manner
specified in Section 1.4 or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.4 to certify to the holding
of Bearer Securities. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4
or other proof.



     (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 15.2(2), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.



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



     (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 15.2
at which a quorum is present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further notice.




			
	     Section 15.6.	 	Counting Votes and Recording Action of Meetings.





     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial



79









 







numbers of the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of all votes cast at the meeting. A
record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 15.2 and, if applicable,
Section 15.4. Each copy shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence of the matters
therein stated.



* * * * *




80









 








     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	WALGREEN CO.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

     as Trustee

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




81