exv4w3



 





Exhibit 4.3




 





AVERY DENNISON CORPORATION




 






INDENTURE




Dated as of



November [___], 2007




 






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




Trustee




 
















 








AVERY DENNISON CORPORATION

Reconciliation and tie between Trust Indenture Act

of 1939 and the Indenture, dated as of November [__],
2007*




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	Sec. 310

	 	(a)(1)
	 	 11.04 
	 

	 	(a)(2)
	 	 11.04 
	 

	 	(a)(3)
	 	 N.A. 
	 

	 	(a)(4)
	 	 N.A. 
	 

	 	(a)(5)
	 	 11.04 
	 

	 	(b)
	 	 11.04 
	 

	 	(c)
	 	 N.A. 
	Sec. 311

	 	(a)
	 	 11.11 
	 

	 	(b)
	 	 11.11 
	 

	 	(c)
	 	 N.A. 
	Sec. 312

	 	(a)
	 	 10.03 
	 

	 	(b)
	 	 11.10 
	 

	 	(c)
	 	N.A.
	Sec. 313

	 	(a)
	 	 10.01 
	 

	 	(b)(1)
	 	N.A.
	 

	 	(b)(2)
	 	 10.01, 11.01 
	 

	 	(c)
	 	 10.01 
	 

	 	(d)
	 	 10.01 
	Sec. 314

	 	(a)
	 	 10.02, 16.05 
	 

	 	(b)
	 	 N.A. 
	 

	 	(c)(1)
	 	 16.01 
	 

	 	(c)(2)
	 	 16.01 
	 

	 	(c)(3)
	 	 N.A. 
	 

	 	(d)
	 	 N.A. 
	 

	 	(e)
	 	 16.01 
	 

	 	(f)
	 	 N.A. 
	Sec. 315

	 	(a)
	 	 11.02 
	 

	 	(b)
	 	 11.03, 16.05 
	 

	 	(c)
	 	 11.02 
	 

	 	(d)
	 	 11.02 
	 

	 	(e)
	 	 7.07 
	Sec. 316

	 	(a)(last sentence)
	 	  1.01 
	 

	 	(a)(1)(A)
	 	 7.06 
	 

	 	(a)(1)(B)
	 	 7.06 
	 

	 	(b)
	 	 7.07 
	 

	 	(c)
	 	 3.08 
	Sec. 317

	 	(a)(1)
	 	 7.04 








 




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














 










	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	 	(a)(2)	 	 7.04 
	 
	 	(b)	 	 6.03 
	Sec. 318
	 	(a)	 	 16.02 
	 
	 	(b)	 	 N.A. 
	 
	 	(c)	 	 16.02 







3









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

FORMS OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Terms of the Securities
	 	 	7	 
	Section 2.02 Form of Trustee’s Certificate of Authentication
	 	 	8	 
	Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating Agent
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III

THE DEBT SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Amount Unlimited; Issuable in Series
	 	 	9	 
	Section 3.02 Denominations
	 	 	11	 
	Section 3.03 Execution, Authentication, Delivery and Dating
	 	 	11	 
	Section 3.04 Temporary Securities
	 	 	13	 
	Section 3.05 Registrar and Paying Agent
	 	 	14	 
	Section 3.06 Transfer and Exchange
	 	 	15	 
	Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	18	 
	Section 3.08 Payment of Interest; Interest Rights Preserved
	 	 	19	 
	Section 3.09 Cancellation
	 	 	20	 
	Section 3.10 Computation of Interest
	 	 	21	 
	Section 3.11 Currency of Payments in Respect of Securities
	 	 	21	 
	Section 3.12 Judgments
	 	 	21	 
	Section 3.13 CUSIP Numbers
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IV

REDEMPTION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Applicability of Right of Redemption
	 	 	22	 
	Section 4.02 Selection of Securities to be Redeemed
	 	 	22	 
	Section 4.03 Notice of Redemption
	 	 	22	 
	Section 4.04 Deposit of Redemption Price
	 	 	24	 
	Section 4.05 Securities Payable on Redemption Date
	 	 	24	 
	Section 4.06 Securities Redeemed in Part
	 	 	24	 
	 
	 	 	 	 
	ARTICLE V

SINKING FUNDS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Applicability of Sinking Fund
	 	 	24	 






i









 






	 	 	 	 	 
	 	 	Page
	Section 5.02 Mandatory Sinking Fund Obligation
	 	 	25	 
	Section 5.03 Optional Redemption at Sinking Fund Redemption Price
	 	 	25	 
	Section 5.04 Application of Sinking Fund Payment
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Payments of Securities
	 	 	27	 
	Section 6.02 Paying Agent
	 	 	27	 
	Section 6.03 To Hold Payment in Trust
	 	 	27	 
	Section 6.04 Merger, Consolidation and Sale of Assets
	 	 	29	 
	Section 6.05 Compliance Certificate
	 	 	29	 
	Section 6.06 Conditional Waiver by Holders of Securities
	 	 	30	 
	Section 6.07 Statement by Officers as to Default
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Events of Default
	 	 	30	 
	Section 7.02 Acceleration; Rescission and Annulment
	 	 	31	 
	Section 7.03 Other Remedies
	 	 	33	 
	Section 7.04 Trustee as Attorney-in-Fact
	 	 	34	 
	Section 7.05 Priorities
	 	 	34	 
	Section 7.06 Control by Securityholders; Waiver of Past Defaults
	 	 	35	 
	Section 7.07 Limitation on Suits
	 	 	35	 
	Section 7.08 Undertaking for Costs
	 	 	36	 
	Section 7.09 Remedies Cumulative
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VIII

CONCERNING THE SECURITYHOLDERS
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Evidence of Action of Securityholders
	 	 	37	 
	Section 8.02 Proof of Execution or Holding of Securities
	 	 	37	 
	Section 8.03 Persons Deemed Owners
	 	 	38	 
	Section 8.04 Revocation of Consents
	 	 	38	 
	 
	 	 	 	 
	ARTICLE IX

SECURITYHOLDERS’ MEETINGS
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Purposes of Meetings
	 	 	38	 
	Section 9.02 Call of Meetings by Trustee
	 	 	39	 
	Section 9.03 Call of Meetings by Company or Securityholders
	 	 	39	 
	Section 9.04 Qualifications for Voting
	 	 	39	 
	Section 9.05 Regulation of Meetings
	 	 	39	 
	Section 9.06 Voting
	 	 	40	 
	Section 9.07 No Delay of Rights by Meeting
	 	 	40	 






ii









 






	 	 	 	 	 
	 	 	Page
	ARTICLE X

REPORTS BY THE COMPANY AND THE TRUSTEE

AND SECURITYHOLDERS’ LISTS
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Reports by Trustee
	 	 	41	 
	Section 10.02 Reports by the Company
	 	 	41	 
	Section 10.03 Securityholders’ Lists
	 	 	41	 
	 
	 	 	 	 
	ARTICLE XI

CONCERNING THE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Rights of Trustees; Compensation and Indemnity
	 	 	42	 
	Section 11.02 Duties of Trustee
	 	 	45	 
	Section 11.03 Notice of Defaults
	 	 	46	 
	Section 11.04 Eligibility; Disqualification
	 	 	46	 
	Section 11.05 Registration and Notice; Removal
	 	 	47	 
	Section 11.06 Successor Trustee by Appointment
	 	 	47	 
	Section 11.07 Successor Trustee by Merger
	 	 	49	 
	Section 11.08 Right to Rely on Officer’s Certificate
	 	 	49	 
	Section 11.09 Appointment of Authenticating Agent
	 	 	50	 
	Section 11.10 Communications by Securityholders with Other Securityholders
	 	 	51	 
	Section 11.11 Preferential Collection of Claims Against the Company
	 	 	51	 
	 
	 	 	 	 
	ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 12.01 Applicability of Article
	 	 	51	 
	Section 12.02 Satisfaction and Discharge of Indenture
	 	 	51	 
	Section 12.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations
	 	 	52	 
	Section 12.04 Repayment to Company
	 	 	53	 
	Section 12.05 Indemnity for U.S. Government Obligations
	 	 	54	 
	Section 12.06 Deposits to Be Held in Escrow
	 	 	54	 
	Section 12.07 Application of Trust Money
	 	 	54	 
	Section 12.08 Deposits of Non-U.S. Currencies
	 	 	55	 
	 
	 	 	 	 
	ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS
	 	 	 	 
	 
	 	 	 	 
	Section 13.01 No Personal Liability
	 	 	55	 
	 
	 	 	 	 
	ARTICLE XIV

SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	 	 	 	 
	Section 14.01 Without Consent of Securityholders
	 	 	55	 
	Section 14.02 With Consent of Securityholders; Limitations
	 	 	57	 
	Section 14.03 Trustee Protected
	 	 	59	 
	Section 14.04 Effect of Execution of Supplemental Indenture
	 	 	59	 
	Section 14.05 Notation on or Exchange of Securities
	 	 	59	 






iii









 






	 	 	 	 	 
	 	 	Page
	Section 14.06 Conformity with TIA
	 	 	60	 
	 
	 	 	 	 
	ARTICLE XV

SUBORDINATION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 15.01 Agreement to Subordinate
	 	 	60	 
	Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities
	 	 	60	 
	Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness
	 	 	62	 
	Section 15.04 Payments on Securities Permitted
	 	 	62	 
	Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination
	 	 	62	 
	Section 15.06 Notices to Trustee
	 	 	62	 
	Section 15.07 Trustee as Holder of Senior Indebtedness
	 	 	63	 
	Section 15.08 Modifications of Terms of Senior Indebtedness
	 	 	63	 
	Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	63	 
	Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance
	 	 	64	 
	 
	 	 	 	 
	ARTICLE XVI

MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 16.01 Certificates and Opinions as to Conditions Precedent
	 	 	64	 
	Section 16.02 Trust Indenture Act Controls
	 	 	65	 
	Section 16.03 What Constitutes Action by Board of Directors
	 	 	65	 
	Section 16.04 Notices to the Company and Trustee
	 	 	65	 
	Section 16.05 Notices to Securityholders; Waiver
	 	 	66	 
	Section 16.06 Legal Holiday
	 	 	66	 
	Section 16.07 Effects of Headings and Table of Contents
	 	 	66	 
	Section 16.08 Successors and Assigns
	 	 	66	 
	Section 16.09 Separability Clause
	 	 	66	 
	Section 16.10 Benefits of Indenture
	 	 	67	 
	Section 16.11 Counterparts Originals
	 	 	67	 
	Section 16.12 Governing Law
	 	 	67	 






iv









 





     INDENTURE dated as of [___], 2007, among Avery Dennison Corporation, a Delaware corporation,
and The Bank of New York Trust Company, N.A., as trustee.



     WITNESSETH:



     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness
(the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one
or more series as provided in this Indenture; and



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     That, in consideration of the premises and the purchase of the Securities by the holders
thereof for the equal and proportionate benefit of all of the present and future holders of the
Securities, each party agrees and covenants as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. (a) Unless otherwise defined in this Indenture or the
context otherwise requires, all terms used herein shall have the meanings assigned to them in the
Trust Indenture Act.



     (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b) shall for
all purposes of this Indenture have the meanings hereinafter set forth, the following definitions
to be equally applicable to both the singular and the plural forms of any of the terms herein
defined:



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



     “Authenticating Agent” has the meaning assigned to it in Section 11.09.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



     “Board Resolution” means a copy of a resolution or 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, and delivered to the Trustee.



 









 





     “Business Day” means, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to remain closed.



     “Code” means the Internal Revenue Code of 1986 as in effect on the date hereof.



     “Company” means Avery Dennison Corporation, a Delaware corporation, and shall also include its
successors and assigns.



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



     “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 hereof is located
at The Bank of New York Trust Company, N.A., 700 South Flower Street, Suite 500, Los Angeles, CA
90017, Attention: Corporate Trust Administration, or such other address as the Trustee may
designate from time to time by notice to the holders and the Company, or the principal corporate
trust officer of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the holders and the Company).



     “Currency” means U.S. Dollars or Foreign Currency.



     “Default” has the meaning assigned to it in Section 11.03.



     “Defaulted Interest” has the meaning assigned to it in Section 3.08(b).



     “Depositary” means, with respect to the Securities of any series issuable in whole or in part
in the form of one or more Global Securities, the Person designated as Depositary by the Company
pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each
Person who is then a Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any such series shall mean the Depositary
with respect to the Securities of that series.



     “Designated Currency” has the meaning assigned to it in Section 3.12.



     “Discharged” has the meaning assigned to it in Section 12.03.



     “Event of Default” has the meaning specified in Section 7.01.



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



2









 





     “Floating Rate Security” means a Security that provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index specified pursuant to
Section 3.01.



     “Foreign Currency” means a currency issued by the government of any country other than the
United States or a composite currency, the value of which is determined by reference to the values
of the currencies of any group of countries.



     “GAAP” means, with respect to any computation required or permitted hereunder, generally
accepted accounting principles in effect in the United States of America which are applicable at
the date of such computation and which are consistently applied for all applicable periods.



     “Global Security” means any Registered Security evidencing all or part of a series of
Securities, issued in fully-registered certificated form to the Depositary for such series in
accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).



     “Indebtedness” means any and all obligations of a Person for money borrowed which, in
accordance with GAAP, would be reflected on the balance sheet of such Person as a liability on the
date as of which Indebtedness is to be determined.



     “Indenture” means this instrument and all indentures supplemental thereto.



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



     “Mandatory Sinking Fund Payment” has the meaning assigned to it in Section 5.01(b).



     “Maturity” means, with respect to any Security, the date on which the principal of such
Security shall become due and payable as therein and herein provided, whether by declaration, call
for redemption or otherwise.



     “Members” has the meaning assigned to it in Section 3.03(i).



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



     “Opinion of Counsel” means a written opinion from legal counsel to the Company. The counsel
may be an employee of the Company.



     “Optional Sinking Fund Payment” has the meaning assigned to it in Section 5.01(b).



     “Original Issue Discount Security” means any Security that is issued with “original issue
discount” within the meaning of Section 1273(a) of the Code and the regulations
thereunder and any other Security designated by the Company as issued with original issue
discount for United States federal income tax purposes.



3









 





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




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




     (ii) Securities or portions thereof for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the holders of such Securities or from its
obligations with respect to which the Company shall have been Discharged; provided, however,
that if such Securities or portions thereof are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and




     (iii) Securities that have been paid pursuant to Section 3.07(b) or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected purchaser in whose hands such Securities are valid obligations of the Company;




provided, however, that in determining whether the holders of the requisite principal amount
of Securities Outstanding have performed any action hereunder, Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such action, only
Securities that a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.
In determining whether the holders of the requisite principal amount of Outstanding
Securities have performed any action hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purpose shall be the
amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof pursuant to Section
7.02 and the principal amount of a Security denominated in a Foreign Currency that shall be
deemed to be Outstanding for such purpose shall be the amount calculated pursuant to Section
3.11(b).



     “Paying Agent” has the meaning assigned to it in Section 6.02(a).



4









 





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



     “Place of Payment” means, when used with respect to the Securities of any series, the place or
places where the principal of and premium, if any, and interest on the Securities of that series
are payable as specified pursuant to Section 3.01.



     “Predecessor Security” means, with respect to any Security, every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security, and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.07 in lieu of
a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.



     “Record Date” means, with respect to any interest payable on any Registered Security on any
Interest Payment Date, the close of business on the date specified in such Registered Security for
the payment of interest pursuant to Section 3.01.



     “Redemption Date” shall mean, when used with respect to any Security to be redeemed, in whole
or in part, the date fixed for such redemption by or pursuant to this Indenture and the terms of
such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant
to Section 3.01, shall be an Interest Payment Date only.



     “Redemption Price” shall mean, in the case of an Original Issue Discount Security, the amount
of the principal and interest that would be due and payable as of the Redemption Date upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02 and, in the case of
any other Security, the principal amount thereof, plus, in each case, premium, if any, and accrued
and unpaid interest, if any, to the Redemption Date.



     “Register” shall have the meaning assigned to it in Section 3.05(a).



     “Registrar” shall have the meaning assigned to it in Section 3.05(a).



     “Registered Security” shall mean any Security registered as to principal and interest in the
Register.



     “Responsible Officers” of the Trustee hereunder shall mean any vice president, any assistant
vice president, any assistant secretary, any assistant treasurer, any trust officer, any assistant
trust officer or any other officer associated with the corporate trust department of the Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person’s knowledge of and familiarity with the particular
subject and, in the case of any such officer, who shall have direct responsibility for the
administration of this Indenture.



     “SEC” shall mean the U.S. Securities and Exchange Commission.



     “Securities Act” shall mean the Securities Act of 1933, as amended.



5









 





     “Security” or “Securities” have the meaning stated in the recitals and more particularly mean
one or more of the Securities duly authenticated by the Trustee and delivered pursuant to the
provisions of this Indenture.



     “Security Custodian” means the custodian with respect to any Global Security appointed by the
Depositary, or any successor Person thereto, and shall initially be the Paying Agent.



     “Securityholder” or “holder of Securities” or “holder” or “registered holder,” with respect to
a Registered Security, means the Person in whose name such Securities shall be registered in the
Register kept for that purpose hereunder.



     “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x)
Indebtedness of the Company, whether outstanding on the date hereof or thereafter created,
incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of the Company
which when incurred and without respect to any election under Section 1111(b) of the Federal
Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of
its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes and
(e) Trade Payables, unless the instrument creating or evidencing the same or pursuant to which the
same is outstanding provides that such Indebtedness is not senior or prior in right of payment to
the Securities, and (y) renewals, extensions, modifications and refundings of any such
Indebtedness. This definition may be modified or superseded by a supplemental indenture.



     “Significant Subsidiary” means, with respect to any Person, a Subsidiary of such Person that
would constitute a “significant subsidiary” as such term is defined under Rule 1-02 of Regulation
S-X under the Securities Act and the Exchange Act.



     “Special Record Date” has the meaning assigned to it in Section 3.08(b)(i).



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



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



     “Successor Company” has the meaning assigned to it in Section 3.06(i).



     “Trade Payables” means accounts payable or any other Indebtedness or monetary obligations to
trade creditors created or assumed by the Company or any Subsidiary of the
Company in the ordinary course of business in connection with the obtaining of materials or
services.



6









 





     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, except as
otherwise provided in this Indenture.



     “Trustee” means The Bank of New York Trust Company, N.A., for the time being, and any
permitted successor trustee, and if at any time there is more than one such trustee, “Trustee” as
used with respect to the Securities of any series shall mean the trustee with respect to Securities
of that series.



     “U.S. Dollars” means such currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.



     “U.S. Government Obligations” has the meaning assigned to it in Section 12.03.



     “United States” means the United States of America (including the States and the District of
Columbia), its territories and its possessions and other areas subject to its jurisdiction.



     “United States Alien” means any Person who, for United States federal income tax purposes, is
a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust.



ARTICLE II

FORMS OF SECURITIES




     Section 2.01 Terms of the Securities. (a) The Securities of each series shall be
substantially in one of the forms established by or pursuant to a Board Resolution and set forth in
an Officer’s Certificate or in one or more indentures supplemental hereto, and shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be required to comply with
any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange on which any series of the Securities may be listed or of any automated
quotation system on which any such series may be quoted, or to conform to usage, all as determined
by the officers executing such Securities as conclusively evidenced by their execution of such
Securities. If the form of a series of Securities is established in or pursuant to a Board
Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the
delivery of the Officer’s Certificate setting forth the form of such series.



     (b) The terms and provisions of the Securities shall constitute, and are hereby expressly
made, a part of this Indenture, and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture expressly agree to such terms and
provisions and to be bound thereby.



7









 





     Section 2.02 Form of Trustee’s Certificate of Authentication.



     (a) Only such of the Securities as shall bear thereon a certificate substantially in the form
of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by
manual signature, shall be valid or become obligatory for any purpose or entitle the holder thereof
to any right or benefit under this Indenture, and the certificate of authentication by the Trustee
upon any such Security executed on behalf of the Company as aforesaid shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered hereunder and that the
holder thereof is entitled to the benefits of this Indenture.



     (b) Each Security shall be dated the date of its authentication, except that any Global
Security shall be dated as of the date specified as contemplated in Section 3.01.



     (c) The form of the Trustee’s certificate of authentication to be borne by the Securities
shall be substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities issued referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	The Bank of New York Trust Company, N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 




     Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating
Agent. If at any time there shall be an Authenticating Agent appointed with respect to any
series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent
to be borne by Securities of each such series shall be substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities issued referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	The Bank of New York Trust Company, N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent
	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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ARTICLE III

THE DEBT SECURITIES





     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series. There shall be established by or pursuant to a
Board Resolution of the Company, and set forth in an Officer’s Certificate of the Company, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series:




     (a) the title of the Securities of the series (which shall distinguish the Securities
of such series from the Securities of all other series, except to the extent that additional
Securities of an existing series are being issued);




     (b) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 3.04, 3.06, 3.07, 4.06, or 14.05);




     (c) the dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of and premium,
if any, on the Securities of such series are or may be payable;




     (d) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates from
which such interest shall accrue, or the method by which such date or dates shall be
determined, the Interest Payment Dates on which any such interest shall be payable, and, in
the case of Registered Securities, the Record Dates for the determination of holders to whom
interest is payable on such Interest Payment Dates;




     (e) if other than U.S. Dollars, the Currency in which Securities of the series shall be
denominated or in which payment of the principal of, premium, if any, or interest on the
Securities of the series shall be payable and any other terms concerning such payment;




     (f) if the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula or other
method including, but not limited to, an index based on a Currency or Currencies other than
that in which the Securities are stated to be payable, the manner in which such amounts
shall be determined;




     (g) if the principal of, premium, if any, or interest on Securities of the series are
to be payable, at the election of the Company or a holder thereof, in a Currency other than
that in which the Securities are denominated or stated to be payable without such election,
the period or periods within which, and the terms and conditions upon which such election
may be made and the time and the manner of determining the exchange rate between the
Currency in which the Securities are denominated or payable without such election and the
Currency in which the Securities are to be paid if such election is made;



9









 





     (h) the place or places, if any, in addition to or instead of the Corporate Trust
Office of the Trustee where the principal of, premium, if any, and interest on Securities of
the series shall be payable, and where Securities of any series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, if a different
location;



     (i) the price or prices at which, the period or periods within which, or the date or
dates on which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have that
option;



     (j) the obligation, if any, of the Company to redeem, purchase or repay Securities of
the series pursuant to any sinking fund or analogous provisions or at the option of a holder
thereof and the price or prices at which, the period or periods within which or the date or
dates on which, and the terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;



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



     (l) if other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 7.02;



     (m) whether the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be issued;



     (n) provisions, if any, for the defeasance of Securities of the series;



     (o) whether the Securities of the series are to be issued in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary for such Global
Security or Securities and the terms and conditions, if any, upon which interests in
such Global Security or Securities may be exchanged in whole or in part for the
individual Securities represented thereby;



     (p) the date as of which any Global Security of the series shall be dated if other than
the original issuance of the first Security of the series to be issued;



     (q) the form of the Securities of the series;



     (r) if the Securities of the series are to be convertible into or exchangeable for any
securities of any Person (including the Company), the terms and conditions upon which such
Securities will be so convertible or exchangeable;



     (s) whether the Securities of such series are subject to subordination and the terms of
such subordination; and



10









 






     (t) any other terms of the Securities of the series, including Events of Default and/or
additional covenants of the Company.



     Terms of any series of Securities established pursuant to this Section 3.01 shall not be
inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture.
All Securities of any one series shall be substantially identical, except as to denomination and
except as may otherwise be provided by or pursuant to such Board Resolution, and set forth in such
Officer’s Certificate, or in any such indenture supplemental hereto. If any of the terms of a
series of Securities are established by action taken to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate setting forth the terms of such series.



     Section 3.02 Denominations. In the absence of any specification pursuant to Section
3.01 with respect to Securities of any series, the Securities of such series shall be issuable only
as Registered Securities in denominations of any integral multiple of $1,000, and shall be payable
only in U.S. Dollars.



     Section 3.03 Execution, Authentication, Delivery and Dating.



     (a) The Securities shall be executed in the name and on behalf of the Company by the manual or
facsimile signature of its Chairman of the Board of Directors, its President or one of its Vice
Presidents which shall be attested by the manual or facsimile signature of its Secretary or one of
its Assistant Secretaries. If the Person whose signature is on a Security no longer holds that
office at the time the Security is authenticated and delivered, the Security shall nevertheless be
valid.



     (b) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities. The Trustee shall thereupon authenticate and deliver such Securities without any
further action by the Company. The Company Order shall specify the amount of the Securities to
be authenticated and the date on which the original issue of Securities is to be authenticated.



     (c) In authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and
(subject to Section 11.02) shall be fully protected in relying upon:




     (i) the supplemental indenture or Board Resolution relating thereto and, if applicable,
an appropriate record of any action taken pursuant to such supplemental indenture or
resolution, certified by the Secretary or an Assistant Secretary of the Company;




     (ii) an Officer’s Certificate of the Company as to the absence of any event that is, or
after notice or lapse of time or both would become, an Event of Default; and




     (iii) an Opinion of Counsel prepared in accordance with Section 16.01, which shall
state:



11









 






     (A) that the form and terms of such Securities have been established by or
pursuant to one or more Board Resolutions, by a supplemental indenture as permitted
by Sections 14.01 or 14.02, or by both such resolution or resolutions and such
supplemental indenture, in conformity with the provisions of this Indenture;




     (B) that such Securities, when 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 valid and legally binding obligations of the
Company, enforceable in accordance with their terms, and will be entitled to the
benefits of this Indenture;




     (C) that the Company has the corporate power to issue the Securities, and has
duly taken all necessary action with respect to such issuance;




     (D) that all requirements of the Indenture applicable to the Company in respect
of the execution and delivery by the Company of the Securities and of such
supplemental indenture, if any, have been complied with and, that assuming (a) all
requisite corporate authorization on the part of the Trustee, (b) continued
compliance by the Trustee with the terms of the Indenture specifically applicable to
the Trustee, and (c) due authentication and delivery of the Securities by the
Trustee, the execution and delivery of such supplemental indenture, if any, will not
violate the terms of this Indenture.



     (d) The Trustee shall have the right to decline to authenticate and deliver the Securities
under this Section if the issue of the 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.



     (e) Each Security shall be dated the date of its authentication, except as otherwise provided
pursuant to Section 3.01 with respect to the Securities of such series.



     (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the
Securities of any series are not to be originally issued at the same time, then the documents
required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the
authentication and delivery of the first Security of such series; provided, however, that any
subsequent request by the Company to the Trustee to authenticate Securities of such series upon
original issuance shall constitute a representation and warranty by the Company that, as of the
date of such request, the statements made in any Officer’s Certificate delivered pursuant to this
Section 3.03 shall be true and correct as if made on such date.



     (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series
are to be issued in whole or in part in the form of one or more Global Securities, then the Company
shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Securities, (ii) shall be registered, if
in registered form, in the name of the Depositary for such Global Security or



12









 




Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary’s instruction and (iv) shall bear a legend substantially to the following
effect:





“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”



     The aggregate principal amount of each Global Security may from time to time be increased or
decreased by adjustments made on the records of the Security Custodian, as provided in this
Indenture.



     (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered
form must, at the time of its designation and at all times while it serves as such Depositary, be a
clearing agency registered under the Exchange Act and any other applicable statute or regulation.



     (i) Members of, or participants in, the Depositary (“Members”) shall have no rights under this
Indenture with respect to any Global Security held on their behalf by the Depositary or by the
Security Custodian under such Global Security, and the Depositary may be treated by the Company,
the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of
such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents
from giving effect to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Members, the operation
of customary practices of the Depositary governing the exercise of the rights of an owner of a
beneficial interest in any Global Security. The registered holder of a Global Security may grant
proxies and otherwise authorize any Person, including Members and Persons that may hold interests
through Members, to take any action that a holder is entitled to take under this Indenture or the
Securities.



     (j) No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in one of the forms provided for herein duly executed by the Trustee or by an
Authenticating Agent by manual signature of one of its Responsible Officers, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.



     Section 3.04 Temporary Securities.



     (a) Pending the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are
printed, lithographed, typewritten, mimeographed or otherwise reproduced, in



13









 




any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Any such temporary Security may be in global form, representing
all or a portion of the Outstanding Securities of such series. Every such temporary Security shall
be executed by the Company and shall be authenticated and delivered by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as the definitive
Security or Securities in lieu of which it is issued.




     (b) If temporary Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of such temporary Securities at the office
or agency of the Company in a Place of Payment for such series, without charge to the holder. Upon
surrender for cancellation of any one or more temporary Securities of any series, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount
of definitive Securities of the same series of authorized denominations and of like tenor. 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.



     (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this Section 3.04 or
Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so exchanged and
endorsed.



     Section 3.05 Registrar and Paying Agent.



     (a) The Company will keep, at an office or agency to be maintained by it in a Place of Payment
where Registered Securities may be presented for registration or presented and surrendered for
registration of transfer or of exchange, and where Securities of any series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”), a
security register for the registration and the registration of transfer or of exchange of the
Registered Securities (the registers maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred to as the
“Register”), as in this Indenture provided, which Register shall at all reasonable times be open
for inspection by the Trustee. Such Register shall be in written form or in any other form capable
of being converted into written form within a reasonable time. The Company may have one or more
co-Registrars; the term “Registrar” includes any co-registrar.



     (b) The Company shall enter into an appropriate agency agreement with any Registrar or
co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the name and address
of each such agent. If the Company fails to maintain a Registrar, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 11.01. The Company or
any Affiliate thereof may act as Registrar, co-Registrar or transfer agent.



14









 





     (c) The Company hereby appoints the Trustee at its Corporate Trust Office as Registrar in
connection with the Securities and this Indenture, until such time as another Person is appointed
as such.



     Section 3.06 Transfer and Exchange.



     (a) Transfer.




     (i) Upon surrender for registration of transfer of any Registered Security of any
series at the Registrar the Company shall execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, in the name of the designated transferee, one or more
new Registered Securities of the same series for like aggregate principal amount of any
authorized denomination or denominations. The transfer of any Security shall not be valid as
against the Company or the Trustee unless registered at the Registrar by the registered
holder, or by his, her or its attorney duly authorized in writing.




     (ii) Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby, a Global
Security representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary for such
series or a nominee of such successor Depositary.



     (b) Exchange.




     (i) At the option of the holder, Registered Securities of any series (other than a
Global Security, except as set forth below) may be exchanged for other Registered Securities
of the same series for like aggregate principal amount of any authorized denomination or
denominations, upon surrender of the Registered Securities to be exchanged at the Registrar.




     (ii) Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the holder
making the exchange is entitled to receive.



     (c) Exchange of Global Securities for Individual Securities. Except as provided below, owners
of beneficial interests in Global Securities will not be entitled to receive individual Securities.




     (i) Individual Securities shall be issued to all owners of beneficial interests in a
Global Security in exchange for such interests if: (A) at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.03(h) and, in each



15









 






case, a successor Depositary is not appointed by the Company within 90 days of such notice,
or (B) the Company executes and delivers to the Trustee and the Registrar an Officer’s
Certificate stating that such Global Security shall be so exchangeable.



          In connection with the exchange of an entire Global Security for individual Securities
pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such series, will
authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount of individual
Securities of authorized denominations.




     (ii) The owner of a beneficial interest in a Global Security will be entitled to
receive an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and Registrar of
instructions from the holder of a Global Security directing the Security Custodian and
Registrar to (x) issue one or more individual Securities in the amounts specified to the
owner of a beneficial interest in such Global Security and (y) debit or cause to be debited
an equivalent amount of beneficial interest in such Global Security, subject to the rules
and regulations of the Depositary:




     (A) the Security Custodian and Registrar shall notify the Company and the
Trustee of such instructions, identifying the owner and amount of such beneficial
interest in such Global Security;




     (B) the Company shall promptly execute and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of such
series, shall authenticate and deliver to such beneficial owner individual
Securities in an equivalent amount to such beneficial interest in such Global
Security; and




     (C) the Security Custodian and Registrar shall decrease such Global Security by
such amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the Registrar
has received a request from the holder of a Global Security to issue such individual
Securities, the Company expressly acknowledges, with respect to the right of any
holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any
beneficial holder of Securities to pursue such remedy with respect to the portion of
the Global Security that represents such beneficial holder’s Securities as if such
individual Securities had been issued.




     (iii) If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series of Securities may surrender a Global Security for
such series of Securities in exchange in whole or in part for individual Securities of such
series on such terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without service
charge,



16









 






     (A) to each Person specified by such Depositary a new individual Security or
Securities of the same series, of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and




     (B) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of individual Securities delivered to holders
thereof.




     (iv) In any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee will authenticate and deliver individual Securities in registered
form in authorized denominations.




     (v) Upon the exchange in full of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee. Individual Registered Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.



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



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



     (f) No service charge will be made for any registration of transfer or exchange of Securities.
The Company may require payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than those expressly provided in this Indenture to be made at the Company’s
own expense or without expense or charge to the holders.



     (g) The Company shall not be required to (i) register, transfer or exchange Securities of any
series during a period beginning at the opening of business 15 days before the day of the
transmission of a notice of redemption of Securities of such series selected for redemption under
Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.



     (h) Prior to the due presentation for registration of transfer or exchange of any Security,
the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat
the Person in whose name a Security is registered as the absolute owner of such



17









 




Security (whether
or not such Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon) for all purposes whatsoever, and none of the Company, the Trustee, the Paying
Agent, the Registrar or any co-Registrar shall be affected by any notice to the contrary.




     (i) In case a successor Company (“Successor Company”) has executed an indenture supplemental
hereto with the Trustee pursuant to Article XIV, any of the Securities authenticated or delivered
pursuant to such transaction may, from time to time, at the request of the Successor Company, be
exchanged for other Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered
for such exchange and of like principal amount; and the Trustee, upon Company Order of the
Successor Company, shall authenticate and deliver Securities as specified in such order for the
purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new
name of a Successor Company pursuant to this Section 3.06 in exchange or substitution for or upon
registration of transfer of any Securities, such Successor Company, at the option of the holders
but without expense to them, shall provide for the exchange of all Securities at the time
Outstanding for Securities authenticated and delivered in such new name.



     (j) Each holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such holder’s
Security in violation of any provision of this Indenture and/or applicable United States
federal or state securities laws.



     (k) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.



     (l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary.



     Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.



     (a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office
or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Security, and there is delivered to the Company and the Trustee security or
indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by a protected
purchaser, then the Company shall execute and upon Company Request the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security,
a new Security of the same series and of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding, that neither gain nor loss in interest shall result from
such exchange or substitution.



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     (b) In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
the amount due on such Security in accordance with its terms.



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



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



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



     Section 3.08 Payment of Interest; Interest Rights Preserved.



     (a) Interest on any Registered Security that is payable and is punctually paid or duly
provided for on any Interest Payment Date shall be paid to the Person in whose name such Registered
Security (or one or more Predecessor Securities) is registered at the close of business on the
Record Date for such interest notwithstanding the cancellation of such Registered Security upon any
transfer or exchange subsequent to the Record Date. Payment of interest on Registered Securities
shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section
3.01) or, at the option of the Company, by check mailed to the address of the Person entitled
thereto as such address shall appear in the Register or, if provided pursuant to Section 3.01 and
in accordance with arrangements satisfactory to the Trustee, at the option of the Registered Holder
by wire transfer to an account designated by the Registered Holder.



     (b) Any interest on any Security that is payable but is not punctually paid or duly provided
for on any Interest Payment Date (herein called “Defaulted Interest”) shall, if such Security is a
Registered Security, forthwith cease to be payable to the Registered Holder on the relevant Record
Date by virtue of his, her or its having been such a Registered Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:




     (i) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Registered Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of such
Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each such Registered Security 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



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Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 calendar days and not less than 10 calendar days prior to the date of the proposed
payment and not less than 10 calendar days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to the holders of such Registered Securities at their addresses
as they appear in the Register, not less than 10 calendar days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (ii).




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



     (c) Subject to the provisions set forth herein relating to Record Dates, each Security
delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon
registration of transfer of, any other Security shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.



     Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for
Securities of any series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly
canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in
accordance with its then customary procedures and deliver a certificate of such disposal to the
Company. The acquisition of any Securities by the Company shall not operate as a redemption or
satisfaction of the Indebtedness represented thereby unless and until such Securities are
surrendered to the Trustee for cancellation.



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     Section 3.10 Computation of Interest. Except as otherwise specified pursuant to
Section 3.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



     Section 3.11 Currency of Payments in Respect of Securities.



     (a) Except as otherwise specified pursuant to Section 3.01 for Registered Securities of any
series, payment of the principal of and premium, if any, and interest on Registered Securities of
such series will be made in U.S. Dollars.



     (b) For purposes of any provision of the Indenture where the holders of Outstanding Securities
may perform an action that requires that a specified percentage of the Outstanding Securities of
all series perform such action and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal of and premium, if any, and interest on the Securities of
all series in respect of which moneys are to be disbursed ratably, the principal of and premium, if
any, and interest on the Outstanding Securities denominated in a Foreign Currency will be the
amount in U.S. Dollars based upon exchange rates, determined as specified pursuant to Section 3.01
for Securities of such series, as of the date for determining whether the
holders entitled to perform such action have performed it or as of the date of such decision
or determination by the Trustee, as the case may be.



     (c) Any decision or determination to be made regarding exchange rates shall be made by an
agent appointed by the Company; provided, that such agent shall accept such appointment in writing
and the terms of such appointment shall, in the opinion of the Company at the time of such
appointment, require such agent to make such determination by a method consistent with the method
provided pursuant to Section 3.01 for the making of such decision or determination. All decisions
and determinations of such agent regarding exchange rates shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company, the Trustee and all holders of the Securities.



     Section 3.12 Judgments. The Company may provide pursuant to Section 3.01 for
Securities of any series that (a) the obligation, if any, of the Company to pay the principal of,
premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars
(the “Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and
agrees that, to the fullest extent possible under applicable law, judgments in respect of such
Securities shall be given in the Designated Currency; (b) the obligation of the Company to make
payments in the Designated Currency of the principal of and premium, if any, and interest on such
Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment
or otherwise), be discharged only to the extent of the amount in the Designated Currency that the
holder receiving such payment may, in accordance with normal banking procedures, purchase with the
sum paid in such other Currency (after any premium and cost of exchange) on the business day in the
country of issue of the Designated Currency or in the international banking community (in the case
of a composite currency) immediately following the day on which such holder receives such payment;
(c) if the amount in the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may be necessary to
compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment
shall be due as a separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.



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     Section 3.13 CUSIP Numbers. The Company in issuing any Securities may use CUSIP
numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use
such numbers in any notice of redemption or exchange with respect to such series provided that any
such notice may state that no representation is made as to the correctness of such numbers either
as printed on the Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the CUSIP numbers.



ARTICLE IV

REDEMPTION OF SECURITIES




     Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other
than pursuant to a sinking fund or analogous provision) permitted by the terms of any series of
Securities shall be made in accordance with such terms (except as otherwise specified pursuant to
Section 3.01 for Securities of any series) in accordance with this Article; provided, however, that
if any such terms of a series of Securities shall conflict with any provision of this Article, the
terms of such series shall govern.



     Section 4.02 Selection of Securities to be Redeemed.



     (a) If the Company shall at any time elect to redeem all or any portion of the Securities of a
series then Outstanding, it shall at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter period shall be consented to by the Trustee) notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, in such manner as the Trustee shall deem appropriate and fair, the Securities (or
portions thereof) of such series to be redeemed. Unless otherwise provided in the Officer’s
Certificate or supplemental indenture provided for in Section 3.01, no Security of a denomination
of $1,000 shall be redeemed in part and Securities may be redeemed in part only in integral
multiples of $1,000. In any case where more than one Registered Security of such series is
registered in the same name, the Trustee in its discretion may treat the aggregate principal amount
so registered as if it were represented by one Registered Security of such series. The Trustee
shall, as soon as practicable, notify the Company in writing of the Securities and portions of
Securities so selected.



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



     Section 4.03 Notice of Redemption.



     (a) The election of the Company to redeem any Securities of any series shall be evidenced by a
Board Resolution. Notice of redemption 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, not less than



22









 




30 nor more than 60
days prior to the Redemption Date, to the holders of Securities of any series to be redeemed in
whole or in part pursuant to this Article, in the manner provided in Section 16.05. Any notice so
given shall be conclusively presumed to have been duly given, whether or not the holder receives
such notice. Failure to give such notice, or any defect in such notice to the holder of any
Security of a series designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the holder of any other Security of such
series.




     (b) All notices of redemption shall identify the Securities to be redeemed (including CUSIP
numbers) and shall state:




     (i) such election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such series or a
supplemental indenture establishing such series, if such be the case;




     (ii) the Redemption Date;




     (iii) the Redemption Price;




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




     (v) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed, and that interest thereon, if any, shall cease to accrue
on and after said date, subject to the satisfaction of any condition to such redemption;




     (vi) the Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price, and that the Securities designated in such notice for
redemption are required to be presented on or after such Redemption Date at the designated
Place of Payment;




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




     (viii) if any Security of any series is to be redeemed in part, that on and after the
Redemption Date, upon surrender of such Security, such Security will be canceled and a new
Security or Securities of such series in aggregate principal amount equal to the unredeemed
portion thereof will be issued and delivered without charge to the holder or, in the case of
Securities providing appropriate space for such notation, at the option of the holders, the
Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a
notation on such Security of the payment of the redeemed portion thereof.



     (c) A notice of redemption may be conditional in that the Company may, notwithstanding the
giving of the notice of redemption, condition the redemption of the Notes specified in the notice
of redemption upon the completion of other transactions, such as refinancings or acquisitions
(whether of the Company or by the Company).



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     Section 4.04 Deposit of Redemption Price. On or prior to 10:00 a.m., New York City
time, on the Redemption Date for any Registered Securities, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 6.03) an amount of money in the Currency in which such
Securities are denominated (except as provided pursuant to Section 3.01) sufficient to pay the
Redemption Price of such Securities or any portions thereof that are to be redeemed on that date.



     Section 4.05 Securities Payable on Redemption Date
        . Notice of redemption having been given as aforesaid, any Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price and from and after such date
(unless the Company shall Default in the payment of the Redemption Price) such Securities shall
cease to bear interest, in each case subject to the satisfaction of any conditions to such
redemption. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price; provided, however, that installments
of interest that have a Stated Maturity on or prior to the Redemption Date for such Securities
shall be payable according to the terms of such Securities and the provisions of Section 3.08.



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



     Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in
part shall be surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed by the holder thereof or his, her or its
attorney duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the holder of such Security without service charge, a new Security or
Securities of the same series, of like tenor and form, 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; except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for
such Global Security, without service charge, a new Global Security in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Security providing appropriate space for such notation, at the option of the holder
thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a
notation on such Security of the payment of the redeemed portion thereof.



ARTICLE V

SINKING FUNDS




     Section 5.01 Applicability of Sinking Fund.



     (a) Redemption of Securities permitted or required pursuant to a sinking fund for the
retirement of Securities of a series by the terms of such series of Securities shall be made in
accordance with such terms of such series of Securities and this Article, except as otherwise
specified pursuant to Section 3.01 for Securities of such series, provided, however, that if any
such terms of a series of Securities shall conflict with any provision of this Article, the terms
of such series shall govern.



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     (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess
of such minimum amount provided for by the terms of Securities of any series is herein referred to
as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in
Section 5.02.



     Section 5.02 Mandatory Sinking Fund Obligation. The Company may, at its option,
satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a
particular series of Securities by (1) delivering to the Trustee Securities of such series in
transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the
election of the Company pursuant to Section 4.03 or (2) receiving credit for Securities of such
series (not previously so credited) acquired by the Company and theretofore delivered to the
Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount
equal to the Redemption Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If
the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it shall
deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a
written notice signed on behalf of the Company by its Chairman of the Board of Directors, its
President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, which
shall designate the Securities (and portions thereof, if any) so delivered or credited and which
shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable
form. In case of the failure of the Company, at or before the time so required, to give such notice
and deliver such Securities the Mandatory Sinking Fund Payment obligation shall be paid entirely in
moneys.



     Section 5.03 Optional Redemption at Sinking Fund Redemption Price. In addition to the
sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a
particular series of Securities, the Company may, at its option, make an Optional Sinking Fund
Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent
that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in
any year, it shall not be cumulative or carried
forward to any subsequent year, and (b) such optional payment shall operate to reduce the
amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If the
Company intends to exercise its right to make such optional payment in any year it shall deliver to
the Trustee not less than 45 days prior to the relevant sinking fund payment date a certificate
signed by its Chairman of the Board of Directors, its President, one of its Vice Presidents, its
Treasurer or one of its Assistant Treasurers stating that the Company will exercise such optional
right, and specifying the amount which the Company will pay on or before the next succeeding
sinking fund payment date. Such certificate shall also state that no Event of Default has occurred
and is continuing.



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     Section 5.04 Application of Sinking Fund Payment.



     (a) If the sinking fund payment or payments made in funds pursuant to either Section 5.02 or
5.03 with respect to a particular series of Securities plus any unused balance of any preceding
sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser
sum if the Company shall so request, or such equivalent sum for Securities denominated other than
in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next
following the date of such payment, unless the date of such payment shall be a sinking fund payment
date, in which case such payment shall be applied on such sinking fund payment date, to the
redemption of Securities of such series at the Redemption Price specified pursuant to Section
4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for redemption on such
sinking fund payment date, a sufficient principal amount of Securities of such series to absorb
said funds, as nearly as may be, and shall, at the expense and in the name of the Company,
thereupon cause notice of redemption of the Securities to be given in substantially the manner
provided in Section 4.03(a) for the redemption of Securities in part at the option of the Company,
except that the notice of redemption shall also state that the Securities are being redeemed for
the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of
Securities of such series shall be added to the next sinking fund payment received in funds by the
Trustee and, together with such payment, shall be applied in accordance with the provisions of this
Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment
date with respect to Securities of such series, and not held for the payment or redemption of
particular Securities of such series, shall be applied by the Trustee to the payment of the
principal of the Securities of such series at maturity.



     (b) On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum
equal to all interest accrued to the date fixed for redemption on Securities to be redeemed on such
sinking fund payment date pursuant to this Section 5.04.



     (c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail
any notice of redemption of Securities of such series by operation of the sinking fund during the
continuance of a Default in payment of interest on any Securities of such series or of any Event of
Default (other than an Event of Default occurring as a consequence of this paragraph) of which the
Trustee has actual knowledge, except that if the notice of redemption of any Securities of such
series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Securities if funds sufficient for that purpose
shall be deposited with the Trustee in accordance with the terms of this Article. Except as
aforesaid, any moneys in the sinking fund at the time any such Default or Event of Default shall
occur and any moneys thereafter paid into the sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of all the Securities of such
series; provided, however, that in case such Default or Event of Default shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment
date on which such moneys are required to be applied pursuant to the provisions of this Section
5.04.



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ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY




     The Company hereby covenants and agrees as follows:



     Section 6.01 Payments of Securities. The Company will duly and punctually pay the
principal of and premium, if any, on each series of Securities, and the interest which shall have
accrued thereon, at the dates and place and in the manner provided in the Securities and in this
Indenture.



     Section 6.02 Paying Agent.



     (a) The Company will maintain in each Place of Payment for any series of Securities, if any,
an office or agency where Securities may be presented or surrendered for payment, where Securities
of such series may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served (the
“Paying Agent”). 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, and the Company hereby appoints the Trustee as Paying Agent to receive
all presentations, surrenders, notices and demands.



     (b) The Company may also from time to time designate different or additional offices or
agencies where the Securities of any series may be presented or surrendered for any or all such
purposes (in or outside of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligations described in the preceding paragraph. The Company will give prompt
written notice to the Trustee of any such additional designation or rescission of designation and
of any change in the location of any such different or additional office or agency. The Company
shall enter into an appropriate agency agreement with any Paying Agent not a party to this
Indenture. The agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee of the name and address of each such agent. The Company
or any Affiliate thereof may act as Paying Agent.



     Section 6.03 To Hold Payment in Trust .



     (a) If the Company or an Affiliate thereof shall at any time act as Paying Agent with respect
to any series of Securities, then, on or before the date on which the principal of and premium, if
any, or interest on any of the Securities of that series by their terms or as a result of the
calling thereof for redemption shall become payable, the Company or such Affiliate will segregate
and hold in trust for the benefit of the holders of such Securities or the Trustee a sum sufficient
to pay such principal and premium, if any, or interest which shall have so become payable until
such sums shall be paid to such holders or otherwise disposed of as herein provided, and will
notify the Trustee of its action or failure to act in that regard. Upon any proceeding under any
federal bankruptcy laws with respect to the Company or any Affiliate thereof, if the Company or
such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company or such
Affiliate as Paying Agent.



27









 





     (b) If the Company shall appoint, and at the time have, a Paying Agent for the payment of the
principal of and premium, if any, or interest on any series of Securities, then prior to 10:00
a.m., New York City time, on the date on which the principal and premium of, if any, or interest
on, any of the Securities of that series shall become payable as aforesaid, whether by their terms
or as a result of the calling thereof for redemption, the Company will deposit with such Paying
Agent a sum sufficient to pay such principal and premium, if any, or interest, such sum to be held
in trust for the benefit of the holders of such Securities or the Trustee, and (unless such Paying
Agent is the Trustee), the Company or any other obligor of such Securities will promptly notify the
Trustee of its payment or failure to make such payment.



     (c) If the Paying Agent shall be other than the Trustee, the Company will cause such Paying
Agent 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 6.03, that such Paying Agent shall:




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




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




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



     (d) Anything in this Section 6.03 to the contrary notwithstanding, the Company may at any
time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or
by any Paying Agent other than the Trustee as required by this Section 6.03, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent.



     (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest on any Security of any
series and remaining unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall be paid to the Company upon Company Request along with any
interest that has accumulated thereon as a result of such money being invested at the direction of
the Company, or (if then held by the Company) shall be discharged from such trust, and the holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment of such amounts without interest thereon, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such



28









 




Paying Agent before being required to
make any such repayment, may at the expense of the Company cause to be transmitted in the manner
and to the extent provided by Section 16.06, 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 mailing,
any unclaimed balance of such money then remaining will be repaid to the Company.




     Section 6.04 Merger, Consolidation and Sale of Assets.



     (a) The Company shall not consolidate with or merge with or into any other Person or convey,
transfer or lease all or substantially all of its properties and assets to any Person, unless:




     (i) either the Company shall be the continuing entity or the entity (if other than the
Company) formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance, lease or transfer all or substantially all of the assets of
the Company shall be a Person 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 supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the Company’s obligations under any Securities and the
performance of every covenant and condition of this Indenture on the part of the Company to
be performed or observed;




     (ii) immediately after giving effect to such transaction, no Default has occurred and
is continuing under this Indenture; and




     (iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and,
if a supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Section 6.04 and that all conditions precedent
herein provided for relating to such transaction have been complied with.



     (b) Upon any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of all or substantially all of the properties and
assets of the Company in accordance with Section 6.04(a), the successor Person formed by such
consolidation 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 thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and any Securities.



     Section 6.05 Compliance Certificate. The Company shall furnish to the Trustee
annually, within 120 days after the end of each fiscal year, a brief certificate from a principal
executive officer, principal financial officer or principal accounting officer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which
compliance shall be determined without regard to any period of grace or requirement of notice
provided under this Indenture) and, in the event of any Default, specifying each such Default and
the nature and status thereof of which such person may have knowledge. Such certificates need not
comply with Section 16.01 of this Indenture.



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     Section 6.06 Conditional Waiver by Holders of Securities. Anything in this Indenture
to the contrary notwithstanding, the Company may fail or omit in any particular instance to comply
with a covenant or condition set forth herein with respect to any series of Securities if the
Company shall have obtained and filed with the Trustee, prior to the time of such failure or
omission, evidence (as provided in Article VIII) of the consent of the holders of a majority in
aggregate principal amount of the Securities of such series at the time Outstanding, either waiving
such compliance in such instance or generally waiving compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, or impair any right consequent thereon and, until such waiver shall have become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.



     Section 6.07 Statement by Officers as to Default. The Company shall deliver to the
Trustee as soon as possible and in any event within five days after the Company becomes aware of
the occurrence of any Event of Default or an event which, with the giving of notice or the lapse of
time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or Default and the action which the Company proposes to take with
respect thereto.



ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS




     Section 7.01 Events of Default. Except where otherwise indicated by the context or
where the term is otherwise defined for a specific purpose, the term “Event of Default” as used in
this Indenture with respect to Securities of any series shall mean one of the following described
events unless it is either inapplicable to a particular series or it is specifically deleted or
modified in the manner contemplated in Section 3.01:




     (a) default in any payment of interest on any Security when due and payable and the
default continues for a period of 30 days;




     (b) default in the payment of principal of (and premium, if any, on) any Security of
such series, when due and payable at Maturity, upon required repurchase, upon acceleration,
by call for redemption (otherwise than pursuant to a sinking fund), upon acceleration or
otherwise;




     (c) the failure of the Company to pay a sinking fund installment, if any, when and as
the same shall become payable by the terms of a Security of such series, which failure shall
have continued unremedied for a period of 30 days;




     (d) the failure of the Company for 90 days (or 120 days in the case of a breach of the
covenants contained in Section 10.02 hereof) to comply with any of its other agreements
contained in the Securities of such series or this Indenture (including any indenture
supplemental hereto pursuant to which the Securities of such series were issued as
contemplated by Section 3.01) (other than an agreement which has been expressly included in
this Indenture solely for the benefit of a series of Securities other than that series and
other than an agreement in whose performance or whose breach is elsewhere in



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this Section
7.01 specifically provided for) after written notice of such Default from the Trustee or
holders of at least 25% in principal amount of the Securities of such series then
Outstanding has been received by the Company;




     (e) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;




     (f) the commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by
either the Company to the entry of a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company, or the filing by the Company of a
petition or answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by the Company to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part of its
property, or the making by the Company of an assignment for the benefit of creditors, or the
admission by the Company in writing of its inability to pay its
debts generally as they become due, or the authorization of any such action by the
Board of Directors of the Company; or




     (g) the occurrence of any other Event of Default with respect to Securities of such
series as provided in a supplemental indenture or Officer’s Certificate, if any, applicable
to such series of Securities.



          Section 7.02 Acceleration; Rescission and Annulment.



          (a) If any one or more of the above-described Events of Default shall happen with respect to
Securities of any series at the time Outstanding, then, and in each and every such case, during the
continuance of any such Event of Default, the Trustee or the holders of 25% or more in principal
amount of the Securities of such series then Outstanding may (and upon the written request of the
holders of a majority in principal amount of such Securities then Outstanding, the Trustee shall)
declare the principal (or, if the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that series) of and all
accrued but unpaid interest on all the Securities of such series then Outstanding, if not then due
and payable, to be due and payable, and upon any such declaration the same shall become and be
immediately due and payable, anything in this Indenture or in the Securities of



31









 




such series
contained to the contrary notwithstanding; provided that no Event of Default with respect to
Securities of a series, except with respect to an Event of Default under subsections (e) and (f) of
Section 7.01 and except to the extent otherwise provided in subsection (d) of Section 7.01, shall
constitute an Event of Default with respect to Securities of any other series. Upon payment of such
amounts in the Currency in which such Securities are denominated (except as otherwise provided
pursuant to Section 3.01), all obligations of the Company in respect of the payment of principal of
and interest on the Securities of such series shall terminate.




     (b) This provision, however, is subject to the condition that, if at any time after the
principal of all the Securities of such series, to which any one or more of the above-described
Events of Default is applicable, shall have been so declared to be due and payable, and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided,




     (i) the Company has paid or deposited with the Paying Agent a sum in the Currency in
which such Securities are denominated (except as otherwise provided pursuant to Section
3.01) sufficient to pay




     (A) all amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a) (provided, however, that all sums payable under this clause (A)
shall be paid in U.S. Dollars);




     (B) all arrears of interest, if any, upon all the Securities of such series
(with interest, to the extent that interest thereon shall be legally enforceable, on
any overdue installment of interest at the rate borne by the Securities);




     (C) the principal of and premium, if any, on any Securities of such series that
have become due otherwise than by such declaration of acceleration and interest
thereon; and




     (D) all other sums payable under this Indenture (except the principal of the
Securities of such series which would not be due and payable were it not for such
declaration); and




     (ii) every other Default and Event of Default under this Indenture shall have been
resolved so that the conditions that caused such Default or Event of Default are no longer
outstanding or have otherwise been remedied to the reasonable satisfaction of the Trustee or
of the holders of a majority in principal amount of the Securities of such series then
Outstanding, or provision deemed by the Trustee or by such holders to be adequate therefor
shall have been made, then and in every such case the holders of a majority in principal
amount of the Securities of such series then Outstanding may, by written notice to the
Company and the Trustee, on behalf of the holders of all the Securities of such series,
waive the Event of Default by reason of which the principal of the Securities of such series
shall have been so declared to be due and payable and may rescind and annul such declaration
and its consequences; provided, however, that no such waiver, rescission or annulment shall
extend to or affect any subsequent Default or Event of Default or impair any right
consequent thereon.



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     (c) Any declaration by the Trustee pursuant to this Section 7.02 shall be by written notice to
the Company, and any declaration or waiver by the holders of Securities of any series pursuant to
this Section 7.02 shall be by written notice to the Company and the Trustee.



     (d) For all purposes under this Indenture, if a portion of the principal of any Original Issue
Discount Securities shall have been accelerated and declared due and payable pursuant to the
provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal thereof as
shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.



     (e) The Company and the Trustee may, to the extent provided in Section 14.01, enter into one
or more indentures supplemental hereto with respect to any series of the Securities which may
provide for additional or different Events of Default with respect to such series of Securities.



     Section 7.03 Other Remedies. If the Company shall fail for a period of 30 days to pay
any installment of interest on the Securities of any series or shall fail to pay the principal of
and premium, if any, on any of the Securities of such series when and as the same shall become due
and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking
fund), by declaration as
authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any
sinking fund payment as to a series of Securities, then, upon demand of the Trustee, the Company
will pay to the Paying Agent for the benefit of the holders of Securities of such series then
Outstanding the whole amount which then shall have become due and payable on all the Securities of
such series, with interest on the overdue principal and premium, if any, and (so far as the same
may be legally enforceable) on the overdue installments of interest at the rate borne by the
Securities of such series, and all amounts owing the Trustee and any predecessor trustee hereunder
under Section 11.01(a).



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the Securities of such
series, and collect the moneys adjudged or decreed to be payable out of the property of the Company
or any other obligor upon the Securities of such series, wherever situated, in the manner provided
by law. Every recovery of judgment in any such action or other proceeding, subject to the payment
to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section
11.01(a), shall be for the ratable benefit of the holders of such series of Securities which shall
be the subject of such action or proceeding. All rights of action upon or under any of the
Securities or this Indenture may be enforced by the Trustee without the possession of any of the
Securities and without the production of any thereof at any trial or any proceeding relative
thereto.



33









 





     Section 7.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each
and every holder of the Securities, by receiving and holding the same, shall be conclusively deemed
to have appointed the Trustee, the true and lawful attorney-in-fact of such holder, with authority
to make or file (whether or not the Company shall be in Default in respect of the payment of the
principal of, or interest on, any of the Securities), in its own name and as trustee of an express
trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other
obligor upon the Securities or to their respective creditors or property, any and all claims,
proofs of claim, proofs of debt, petitions, consents, other papers and documents and amendments of
any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any
predecessor trustee hereunder and of the holders of the Securities allowed in any such proceeding
and to collect and receive any moneys or other property payable or deliverable on any such claim,
and to execute and deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce in any such
proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of
such holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or
debtor in any such proceeding is hereby authorized, and each and every taker or holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any
such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to
or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor
trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall
be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of
any holder of Securities, any plan of reorganization or readjustment affecting the Securities or
the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the
claim of any holder of any Securities in any such proceeding.



     Section 7.05 Priorities. Any moneys or properties collected by the Trustee with
respect to a series of Securities under this Article VII shall be applied in the order following,
at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in
the case of the distribution of such moneys or properties on account of the Securities of any
series, upon presentation of the Securities of such series, and stamping thereon the payment, if
only partially paid, and upon surrender thereof, if fully paid:




     First: To the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 11.01(a).




     Second: In case the principal of the Outstanding Securities of such series shall not
have become due and be unpaid, to the payment of interest on the Securities of such series,
in the chronological order of the Maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate borne by such Securities, such payments to be
made ratably to the Persons entitled thereto.




     Third: In case the principal of the Outstanding Securities of such series shall have
become due, by declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent that



34









 






such
interest has been collected by the Trustee) upon overdue installments of interest at the
rate borne by the Securities of such series, and in case such moneys shall be insufficient
to pay in full the whole amounts so due and unpaid upon the Securities of such series, then
to the payment of such principal and premium, if any, and interest without preference or
priority of principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of interest,
or of any Security of such series over any other Security of such series, ratably to the
aggregate of such principal and premium, if any, and accrued and unpaid interest.


Any surplus then remaining shall be paid to the Company or as directed by a court of competent
jurisdiction.




     Section 7.06 Control by Securityholders; Waiver of Past Defaults. The holders of a
majority in principal amount of the Securities of any series at the time Outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to
the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01
and 11.02, the Trustee shall have the right to decline to follow any such direction if the Trustee
being advised by counsel determines that the action so directed may
not lawfully be taken or would be unduly prejudicial to holders not joining in such direction
or would involve the Trustee in personal liability. Prior to any declaration accelerating the
Maturity of the Securities of any series, the holders of a majority in aggregate principal amount
of such series of Securities at the time Outstanding may on behalf of the holders of all of the
Securities of such series waive any past Default or Event of Default hereunder and its consequences
except a Default in the payment of interest or any premium on or the principal of the Securities of
such series. Upon any such waiver the Company, the Trustee and the holders of the Securities of
such series shall be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as
permitted by this Section 7.06, said Default or Event of Default shall for all purposes of the
Securities of such series and this Indenture be deemed to have been cured and to be not continuing.



     Section 7.07 Limitation on Suits. No holder of any Security of any series shall have
any right to institute any action, suit or proceeding at law or in equity for the execution of any
trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each
case with respect to an Event of Default with respect to such series of Securities, unless such
holder previously shall have given to the Trustee written notice of the happening of one or more of
the Events of Default herein specified with respect to such series of Securities, and unless also
the holders of 25% in principal amount of the Securities of such series then Outstanding shall have
requested the Trustee in writing to take action in respect of the matter complained of, and unless
also there shall have been offered to the Trustee security and indemnity satisfactory to it against
the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding; and such notification, request and offer of
indemnity are hereby declared in every such case to be conditions precedent to any such action,
suit or proceeding by any holder of any Security of such series; it being understood and intended



35









 




that no one or more of the holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner
herein provided, and that every action, suit or proceeding at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the equal benefit of all holders of the
Outstanding Securities of such series; provided, however, that nothing in this Indenture or in the
Securities of such series shall affect or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such
series to the respective holders of such Securities at the respective due dates in such Securities
stated, or affect or impair the right, which is also absolute and unconditional, of such holders to
institute suit to enforce the payment thereof.




     Section 7.08 Undertaking for Costs. All parties to this Indenture and each holder of
any Security, by such holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the enforcement of any right
or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any
action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking
to pay the costs of such action, suit or proceeding, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such
action, suit or proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of this Section 7.08
shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or
proceeding instituted by any one or more holders of Securities holding in the aggregate more than
10% in principal amount of the Securities of any series Outstanding, or to any action, suit or
proceeding instituted by any holder of Securities of any series for the enforcement of the payment
of the principal of or premium, if any, or the interest on, any of the Securities of such series,
on or after the respective due dates expressed in such Securities.



     Section 7.09 Remedies Cumulative. No remedy herein conferred upon or reserved to the
Trustee or to the holders of Securities of any series is intended to be exclusive of any other
remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No
delay or omission of the Trustee or of any holder of the Securities of any series to exercise any
right or power accruing upon any Default or Event of Default shall impair any such right or power
or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence
therein; and every power and remedy given by this Article VII to the Trustee and to the holders of
Securities of any series, respectively, may be exercised from time to time and as often as may be
deemed expedient by the Trustee or by the holders of Securities of such series, as the case may be.
In case the Trustee or any holder of Securities of any series shall have proceeded to enforce any
right under this Indenture and the proceedings for the enforcement thereof shall have been
discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated
adversely to the Trustee or to such holder of Securities, then and in every such case the Company,
the Trustee and the holders of the Securities of such series shall severally and respectively be
restored to their former positions and rights hereunder, and thereafter all rights, remedies and
powers of the Trustee and the holders of the Securities of such series shall continue as though no
such proceedings had been taken, except as to any matters so waived or adjudicated.




36











 





ARTICLE VIII

CONCERNING THE SECURITYHOLDERS




     Section 8.01 Evidence of Action of Securityholders. Whenever in this Indenture it is
provided that the holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such specified percentage or
majority have joined therein may be evidenced by (a) any instrument or any number of instruments of
similar tenor executed by Securityholders in person or by agent or proxy appointed in writing (such
action becoming effective, except as herein otherwise expressly provided, when such instrument or
instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company), or (b) by the record of the
holders of Securities voting in favor thereof at any meeting of Securityholders duly called and
held in accordance with the provisions of Article VII, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of Securityholders.



     Section 8.02 Proof of Execution or Holding of Securities. Proof of the execution of
any instrument by a Securityholder or his, her or its agent or proxy and proof of the holding by
any Person of any of the Securities shall be sufficient if made in the following manner:




     (a) The fact and date of the execution by any Person of any such instrument may be
proved (i) by the certificate of any notary public or other officer in any jurisdiction who,
by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded
within such jurisdiction, that the Person who signed such instrument did acknowledge before
such notary public or other officer the execution thereof, or (ii) by the affidavit of a
witness of such execution sworn to before any such notary or other officer. Where such
execution is by a Person acting in other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her authority.




     (b) The ownership of Registered Securities of any series shall be proved by the
Register of such Securities or by a certificate of the Registrar for such series.




     (c) The record of any holders’ meeting shall be proved in the manner provided in
Section 9.06.




     (d) The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem appropriate or necessary, so long as the request is a
reasonable one.




     (e) If the Company shall solicit from the holders of Securities of any series any
action, the Company may, at its option, by Board Resolution, fix in advance a record date
for the determination of holders of Registered Securities entitled to take such action, but
the Company shall have no obligation to do so. Any such record date shall be fixed at the
Company’s discretion. If such a record date is fixed, such action may be sought or given
before or after the record date, but only the holders of Registered Securities of



37









 







record at
the close of business on such record date shall be deemed to be holders of Registered
Securities for the purpose of determining whether holders of the requisite proportion of
Outstanding Securities of such series have authorized or agreed or consented to such action,
and for that purpose the Outstanding Registered Securities of such series shall be computed
as of such record date.



     Section 8.03 Persons Deemed Owners.



     (a) The Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name any Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08)
interest, if any, on, such Registered Security and for all other purposes whatsoever, whether or
not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All payments made to any
holder, or upon his, her or its order, shall be valid, and, to the extent of the sum or sums paid,
effectual to satisfy and discharge the liability for moneys payable upon such Security.



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



     Section 8.04 Revocation of Consents. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Securities or of any series of Securities
specified in this Indenture in connection with such action, any holder of a Security which is shown
by the evidence to be included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its principal office and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid,
any such action taken by the holder of any Security shall be conclusive and binding upon such
holder and upon all future holders of such Security, and of any Securities issued on transfer or in
lieu thereof or in exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Security or such other Securities or any Security issued in
exchange or substitution therefor.



ARTICLE IX

SECURITYHOLDERS’ MEETINGS




     Section 9.01 Purposes of Meetings. A meeting of Securityholders of any or all series
may be called at any time and from time to time pursuant to the provisions of this Article IX for
any of the following purposes:




     (a) to give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any Default hereunder and its consequences, or
to take any other action authorized to be taken by Securityholders pursuant to any of the
provisions of Article VIII;



38









 






     (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article XI;




     (c) to consent to the execution of an Indenture or of indentures supplemental hereto
pursuant to the provisions of Section 14.02; or




     (d) to take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of the Securities of any one or more or all series,
as the case may be, under any other provision of this Indenture or under applicable law.



     Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting
of all Securityholders of all series that may be affected by the action proposed to be taken, to
take any action specified in Section 9.01, to be held at such time and at such place as the Trustee
shall determine. Notice of every meeting of the Securityholders of a 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 mailed to holders of Securities of such series at their addresses as they shall appear on
the Register of the Company. Such notice shall be mailed not less than 20 nor more than 90 days
prior to the date fixed for the meeting.



     Section 9.03 Call of Meetings by Company or Securityholders. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Securities of a series (or of all series, as the case may be)
then Outstanding that may be affected by the action proposed to be taken, shall have requested the
Trustee to call a meeting of Securityholders of such series (or of all series), by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have mailed the notice of such meeting within 20 days after receipt of such request, then
the Company or such Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as
provided in Section 9.02.



     Section 9.04 Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders, a Person shall (a) be a holder of one or more Securities affected by the action
proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as
proxy by a holder of one or more such Securities. The only Persons who shall be entitled to be
present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.



     Section 9.05 Regulation of Meetings.



     (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to
proof of the holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem fit.



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     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Securityholders as provided
in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case
may be, shall in like manner appoint a temporary chair. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.



     (c) At any meeting of Securityholders of a series, each Securityholder of such series of such
Securityholder’s proxy shall be entitled to one vote for each $1,000 principal amount of Securities
of such series Outstanding 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 other than by virtue of Securities of such series held by him or her or instruments
in writing as aforesaid duly designating him or her as the Person to vote on behalf of other
Securityholders. At any meeting of the Securityholders duly called pursuant to the provisions of
Section 9.02 or 9.03 the presence of Persons holding or representing Securities in an aggregate
principal amount sufficient to take action upon the business for the transaction of which such
meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned
from time to time by a majority of those present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.



     Section 9.06 Voting. The vote upon any resolution submitted to any meeting of
Securityholders of a 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 of the Securities of such series held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders 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 mailed as
provided in Section 9.02. The record shall show the principal amounts of the Securities voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee.



     Any record so signed and verified shall be conclusive evidence of the matters therein stated.



     Section 9.07 No Delay of Rights by Meeting. Nothing contained in this Article IX shall
be deemed or construed to authorize or permit, by reason of any call of a meeting of
Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any
right or rights conferred upon or reserved to the Trustee or to the Securityholders of such
series under any of the provisions of this Indenture or of the Securities of such series.



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ARTICLE X

REPORTS BY THE COMPANY AND THE TRUSTEE

AND SECURITYHOLDERS’ LISTS




     Section 10.01 Reports by Trustee.



     (a) So long as any Securities are outstanding, the Trustee shall transmit to holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary of the
date of this Indenture deliver to holders a brief report which complies with the provisions of such
Section 313(a).



     (b) The Trustee shall, at the time of the transmission to the holders of Securities of any
report pursuant to the provisions of this Section 10.01, file a copy of such report with each stock
exchange upon which the Securities are listed, if any, and also with the SEC in respect of a
Security listed and registered on a national securities exchange, if any. The Company agrees to
notify the Trustee when, as and if the Securities become listed on any stock exchange.



     The Company will reimburse the Trustee for all expenses incurred in the preparation and
transmission of any report pursuant to the provisions of this Section 10.01 and of Section 10.02.



     Section 10.02 Reports by the Company.



     (a) Unless available on EDGAR, the Company shall file with the Trustee, within 15 days after
the Company shall be required to file the same with the SEC, copies of the annual reports and of
the information, documents and other reports which the Company may be required to file with the SEC
pursuant to the provisions of Section 13 or Section 15(d) of the Exchange Act (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe).



     (b) The Company shall file with the Trustee and the SEC, in the manner and to the extent
provided in Section 314(a) of the Trust Indenture Act, such additional information, documents and
reports with respect to compliance by the Company with the conditions and covenants provided for in
this Indenture.



     (c) The Company shall transmit to the holders of Securities, within 30 days after the filing
thereof with the Trustee (unless some other time shall be fixed by the SEC in respect of a Security
listed and registered on a national securities exchange), 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 the provisions of
subdivisions (a) and (b) of this Section 10.02 (unless available on EDGAR) as may be required
by rules and regulations prescribed from time to time by the SEC.



     Section 10.03 Securityholders’ Lists. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee:



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     (a) semi-annually, within 15 days after each Record Date, but in any event not less
frequently than semi-annually, a list in such form as the Trustee may reasonably require of
the names and addresses of the holders of Securities to which such Record Date applies, as
of such Record Date, and




     (b) at such other times as the Trustee may request in writing, within 30 days after
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 shall be the Registrar, such lists shall not
be required to be furnished.



ARTICLE XI

CONCERNING THE TRUSTEE




     Section 11.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the
trusts created by this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the holders from time to time of the Securities agree:




     (a) The Trustee shall be entitled to such compensation as the Company and the Trustee
shall from time to time agree for all services rendered by it hereunder (including in any
agent capacity in which it acts). The compensation of the Trustee shall not be limited by
any provision of law in regard to the compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon its request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee
(including the reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence or willful
misconduct.




     The Company also agrees to indemnify each of the Trustee and any predecessor Trustee
hereunder for, and to hold it harmless against, any and all loss, liability, damage, claim,
or expense incurred without its own negligence or willful misconduct, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder and the
performance of its duties (including in any agent capacity in which it acts), as well as the
costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the
defense. The Trustee may have one separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.




     As security for the performance of the obligations of the Company under this Section
11.01(a), the Trustee shall have a lien therefor on any moneys or properties held by the
Trustee hereunder to the extent of such obligations, which lien shall be second in priority
with respect to any moneys held in trust by the Trustee to pay principal of and interest on
any particular Securities. Notwithstanding any provisions of this Indenture to



42









 







the contrary, the obligations of the Company to compensate and indemnify the Trustee under this Section
11.01(a) shall survive the resignation or removal of the Trustee and any satisfaction and
discharge under Article XII. When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (e) or (f) of Section 7.01 occurs, the expenses and
compensation for the services are intended to constitute expenses of administration under
any applicable federal or state bankruptcy, insolvency or similar laws.




     (b) The Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed with due care by
it hereunder.




     (c) The Trustee shall not be responsible in any manner whatsoever for the correctness
of the recitals herein or in the Securities (except its certificates of authentication
thereon) contained, all of which are made solely by the Company; and the Trustee shall not
be responsible or accountable in any manner whatsoever for or with respect to the validity
or execution, sufficiency or priority of this Indenture or of the Securities (except its
certificates of authentication thereon), and the Trustee makes no representation with
respect thereto, 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. The Trustee shall not be accountable for the use or application by the Company of
any Securities, or the proceeds of any Securities, authenticated and delivered by the
Trustee in conformity with the provisions of this Indenture.




     (d) The Trustee may consult with counsel of its selection, and, to the extent permitted
by Section 11.02, any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by the Trustee hereunder in good faith
and in accordance with such Opinion of Counsel.




     (e) The Trustee, to the extent permitted by Section 11.02, may rely upon the
certificate of the Secretary or one of the Assistant Secretaries of the Company as to the
adoption of any resolution by the Board of Directors or stockholders of the Company, and any
request, direction, order or demand of the Company mentioned herein shall be sufficiently
evidenced by, and whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking,
offering or omitting any action hereunder, the Trustee may request and rely upon, an
Officer’s Certificate of the Company (unless other evidence in respect thereof be herein
specifically prescribed).




     (f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities 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 had if it were not the Trustee or such agent.



43









 






     (g) Money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with the Company.




     (h) Any action taken by the Trustee pursuant to any provision hereof at the request or
with the consent of any Person who at the time is the holder of any Security shall be
conclusive and binding in respect of such Security upon all future holders thereof or of any
Security or Securities which may be issued for or in lieu thereof in whole or in part,
whether or not such Security shall have noted thereon the fact that such request or consent
had been made or given.




     (i) Subject to the provisions of Section 11.02, the Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.




     (j) Subject to the provisions of Section 11.02, the Trustee shall not be under any
obligation to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the holders of the Securities, pursuant to any
provision of this Indenture, unless one or more of the holders of the Securities shall have
offered to the Trustee security or indemnity satisfactory to it against the costs, expenses
and liabilities which may be incurred by it therein or thereby.




     (k) Subject to the provisions of Section 11.02, the Trustee shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized or within
its discretion or within the rights or powers conferred upon it by this Indenture.




     (l) Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have
knowledge or notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless the holders of not less than 25% of the
Outstanding Securities notify the Trustee thereof.




     (m) Subject to the provisions of the first paragraph of Section 11.02, the Trustee
shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of Indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.




     (n) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee and its directors, officers, employees, agents, successors and
assigns in each of its capacities hereunder.




     (o) In no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or



44









 







natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that the
Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.



          The permissive right of the Trustee to do things enumerated herein shall not be construed as
duty on the part of the Trustee.




     Section 11.02 Duties of Trustee.



     (a) If one or more of the Events of Default specified in Section 7.01 with respect to the
Securities of any series shall have happened, then, during the continuance thereof, the Trustee
shall, with respect to such Securities, exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.



     (b) None of the provisions of this Indenture shall be construed as relieving the Trustee from
liability for its own negligent action, its own negligent action, negligent failure to act, or its
own willful misconduct, except that, anything in this Indenture contained to the contrary
notwithstanding,




     (i) unless and until an Event of Default specified in Section 7.01 with respect to the
Securities of any series shall have happened which at the time is continuing,




     (A) the Trustee undertakes to perform such duties and only such duties with
respect to the Securities of that series as are specifically set out in this
Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee, whose duties and obligations shall be determined solely by the
express provisions of this Indenture; and




     (B) the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, in the absence of bad faith
on the part of the Trustee, upon certificates and opinions furnished to it
pursuant to the express provisions of this Indenture; but in the case of any such
certificates or opinions which, by the provisions of this Indenture, are
specifically required to be furnished to the Trustee, the Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein);




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



45









 






     (iii) the Trustee shall not be liable to any holder of Securities or to any other
Person with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the direction of Securityholders given as provided in Section 7.06, relating
to the time, method and place of conducting any proceeding for any remedy available to it or
exercising any trust or power conferred upon it by this Indenture.



     (c) None of the provisions of this Indenture shall be construed as requiring the Trustee to
expend or risk its own funds or otherwise to incur any financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers.



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 11.02.



     Section 11.03 Notice of Defaults. Within 90 days after the occurrence thereof, and if
known to the Trustee, the Trustee shall give to the holders of the Securities of a series notice of
each Default or Event of Default with respect to the Securities of such series known to the
Trustee, by transmitting such notice to holders at their addresses as the same shall then appear on
the Register of the Company, unless such Default shall have been cured before the giving of such
notice (the term “Default” being hereby defined to be the events specified in Section 7.01, which
are, or after notice or lapse of time or both would become, Events of Default as defined in said
Section). Except in the case of a Default or Event of Default in payment of the principal of,
premium, if any, or interest on any of the Securities of such series when and as the same shall
become payable, or to make any sinking fund payment as to Securities of the same series, the
Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interests of the holders of the Securities of such series.



     Section 11.04 Eligibility; Disqualification.



     (a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition, and shall have a Corporate Trust Office. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.



     (b) The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If
the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date of this
Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series or to change any of the definitions in
connection therewith, this Section 11.04 shall be automatically amended to incorporate such
changes.



46









 





     Section 11.05 Registration and Notice; Removal. The Trustee, or any successor to it
hereafter appointed, may at any time resign and be discharged of the trusts hereby created with
respect to any one or more or all series of Securities by giving to the Company notice in writing
and by mailing notice thereof to the holders of Securities of such series at their addresses as the
same shall then appear in the Register of the Company. Such resignation shall take effect upon the
appointment of a successor Trustee and the acceptance of such appointment by such successor
Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time
by the filing with such Trustee and the delivery to the Company of an instrument or instruments in
writing signed by the holders of a majority in principal amount of the Securities of such series
then Outstanding, specifying such removal and the date when it shall become effective.



     If at any time:



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



     (2) the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after
written request therefor by the Company or by any holder who has been a bona fide holder of a
Security for at least six months, or



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


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




     Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable
compensation for the services rendered hereunder by such Trustee and to the payment of all
reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s
rights to indemnification provided in Section 11.01(a) shall survive its resignation or removal.



     Section 11.06 Successor Trustee by Appointment.



     (a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee
shall be removed as provided in Section 11.04(b), in which event the vacancy shall be filled as
provided in said subdivision), or shall become incapable of acting, or shall be adjudged



47









 




bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with respect to the Securities of one or
more series, a successor Trustee with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one Trustee with respect to
the Securities of any series) may be appointed by the holders of a majority in principal amount of
the Securities of that or those series then Outstanding, by an instrument or instruments in writing
signed in duplicate by such holders and filed, one original thereof with the Company and the other
with the successor Trustee; but, until a successor Trustee shall have been so appointed by the
holders of Securities of that or those series as herein authorized, the Company by a resolution of
its Board of Directors, or, in case all or substantially all the assets of the Company shall be in
the possession of one or more custodians or receivers lawfully appointed, or of trustees in
bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the
provisions of the federal bankruptcy laws, as now or hereafter constituted), or of assignees for
the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by
an instrument in writing, shall appoint a successor Trustee with respect to the Securities of such
series. Subject to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of
a successor Trustee with respect to the Securities of any series, the Trustee with respect to the
Securities of such series shall cease to be Trustee hereunder. After any such appointment other
than by the holders of Securities of that or those series, the Person making such appointment shall
forthwith cause notice thereof to be mailed to the holders of Securities of such series at their
addresses as the same shall then appear on the Register of the Company but any successor Trustee
with respect to the Securities of such series so appointed shall, immediately and without further
act, be superseded by a successor Trustee appointed by the holders of Securities of such series in
the manner above prescribed, if such appointment be
made prior to the expiration of one year from the date of the mailing of such notice by the
Company, or by such receivers, trustees or assignees.




     (b) If any Trustee with respect to the Securities of one or more series shall resign because
of conflicting interest as provided in Section 11.04(b) and a successor Trustee shall not have been
appointed by the Company or by the holders of the Securities of such series or, if any successor
Trustee so appointed shall not have accepted its appointment within 30 days after such appointment
shall have been made, the resigning Trustee at the expense of the Company may apply to any court of
competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor
Trustee shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within
three months after such appointment might have been made hereunder, the holder of any Security of
the applicable series or any retiring Trustee at the expense of the Company may apply to any court
of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such
case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.



     (c) Any successor Trustee appointed hereunder with respect to the Securities of one or more
series shall execute, acknowledge and deliver to its predecessor Trustee and to the Company, or to
the receivers, trustees, assignees or court appointing it, as the case may be, an instrument
accepting such appointment hereunder, and thereupon such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the authority, rights,



48









 




powers, trusts,
immunities, duties and obligations with respect to such series of such predecessor Trustee with
like effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and
such successor Trustee shall be entitled to receive, all moneys and properties held by such
predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Company or of
the successor Trustee or of the holders of at least 10% in principal amount of the Securities of
such series then Outstanding, such predecessor Trustee, upon payment of its said charges and
disbursements, shall execute and deliver an instrument transferring to such successor Trustee upon
the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and shall
assign, transfer and deliver to the successor Trustee all moneys and properties held by such
predecessor Trustee; and, upon request of any such successor Trustee and the Company shall make,
execute, acknowledge and deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts,
immunities, duties and obligations.




     Section 11.07 Successor Trustee by Merger. Any corporation into which the Trustee or
any successor to it in the trusts created by this Indenture shall be merged or converted, or any
corporation with which it or any successor to it shall be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee or any such successor
to it shall be a party, or any corporation to which the Trustee or any successor to it shall sell
or otherwise transfer all or substantially all of the corporate trust business of the Trustee,
shall be the successor Trustee under this Indenture without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided that such corporation shall be
otherwise qualified and eligible under this Article and Section 310(a) of the Trust Indenture Act,
without the execution or filing of any paper or any
further act on the part of the parties hereto. In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of
Securities, any of such Securities shall have been authenticated but not delivered by the Trustee
then in office, any successor to such Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.



     Section 11.08 Right to Rely on Officer’s Certificate. Subject to Section 11.02, and
subject to the provisions of Section 16.01 with respect to the certificates required thereby,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officer’s Certificate with respect thereto
delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith thereof.



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     Section 11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent
(the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities,
and the Trustee shall give written notice of such appointment to all holders of Securities of the
series with respect to which such Authenticating Agent will serve. Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. 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.



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



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Article XI,
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 to 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 to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 11.09, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all holders of Securities of the series with
respect to which such Authenticating Agent will serve. 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 11.09.



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     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.09, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 11.01.



     Section 11.10 Communications by Securityholders with Other Securityholders. Holders of
Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other holders
with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act
with respect to such communications.



     Section 11.11 Preferential Collection of Claims Against the Company. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).



ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE




     Section 12.01 Applicability of Article. If, pursuant to Section 3.01, provision is
made for the defeasance of Securities of a series and if the Securities of such series are
Registered Securities and denominated and payable
only in U.S. Dollars (except as provided pursuant to Section 3.01), then the provisions of
this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for
Securities of such series. Defeasance provisions, if any, for Securities denominated in a Foreign
Currency.



     Section 12.02 Satisfaction and Discharge of Indenture. This Indenture, with respect to
the Securities of any series (if all series issued under this Indenture are not to be affected),
shall, upon Company Request, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Securities herein expressly provided for and rights to
receive payments of principal of and premium, if any, and interest on such Securities) and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when,



     (a) either:




     (i) all Securities of such series theretofore authenticated and delivered (other than
(A) Securities that have been destroyed, lost or stolen and that have been replaced or paid
as provided in Section 3.07 and (B) Securities 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 6.03) have been delivered
to the Trustee for cancellation; or




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




     (A) have become due and payable, or



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




     (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice 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 irrevocably deposited or caused to be deposited with the Paying Agent as
trust funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section 3.01)
sufficient to pay and discharge the entire Indebtedness on such Securities for
principal and premium, if any, and interest to the date of such deposit (in the case
of Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; provided, however, in the event a petition for
relief under federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, is filed
with respect to the Company within 91 days after the deposit and the Trustee is
required to return the moneys then on deposit with the Trustee to the Company, the
obligations of the Company under this Indenture with respect to such Securities
shall not be deemed terminated or discharged;



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



     (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 11.01 are, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (a)(i) of this Section, the obligations of the Trustee under Section
12.07 and the last paragraph of Section 6.03(e) shall survive.



     Section 12.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the
Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below)
from its obligations with respect to Securities of any series on the first day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in Section 6.04 with respect
to Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive
covenant added for the benefit of such series pursuant to Section 3.01) at any time after the
applicable conditions set forth below have been satisfied:




     (a) The Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the holders of the Securities of such series (i) money in an amount, or
(ii) U.S. Government Obligations (as defined below) that through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount or (iii) a combination of (i) and
(ii), sufficient to pay and discharge each installment of principal



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(including any mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding Securities
of such series on the dates such installments of interest or principal and premium are due;




     (b) No Event of Default or event (including such deposit) that, with notice or lapse of
time, or both, would become an Event of Default with respect to the Securities of such
series shall have occurred and be continuing on the date of such deposit; and




     (c) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that holders of the Securities of such series will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of the Company’s exercise of its option under
this Section and will be subject to federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such action had not been
exercised and, in the case of the Securities of such series being Discharged accompanied by
a ruling to that effect received from or published by the Internal Revenue Service.



     “Discharged” means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such series and to
have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except (A) the rights of holders of Securities of such series to receive,
from the trust fund described in clause (a) above, payment of the principal of and premium, if any,
and interest on such Securities when such payments are due, (B) the Company’s obligations with
respect to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (C)
the rights, powers, trusts, duties and immunities of the Trustee hereunder.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States for the payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States
the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States, that, in either case under clauses (i) or (ii) are not callable or redeemable
at the action of the issuer thereof, and shall also include a depositary receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. 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 U.S. Government
Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt.



     Section 12.04 Repayment to Company. The Trustee and any Paying Agent shall promptly
pay to the Company (or to its designee) upon Company Request any excess moneys or U.S. Government
Obligations held by them at any time, including any such moneys or obligations held by the Trustee
under any escrow trust agreement entered into pursuant to Section 12.06. The provisions of the last
paragraph of Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under
this Article that remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to Section 12.03.



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     Section 12.05 Indemnity for U.S. Government Obligations. The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
deposited U.S. Government Obligations or the principal or interest received on such U.S. Government
Obligations.



     Section 12.06 Deposits to Be Held in Escrow. Any deposits with the Trustee referred to
in Section 12.03 above shall be irrevocable (except to the extent provided in Sections 12.04 and
12.07) and shall be made under the terms of an escrow trust agreement in form and substance
satisfactory to the Trustee. If any Outstanding Securities of a series are to be redeemed prior to
their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with
any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company. The agreement shall
provide that, upon satisfaction of any Mandatory Sinking Fund Payment requirements, whether by
deposit of moneys, application of proceeds of deposited U.S. Government Obligations or, if
permitted, by delivery of Securities, the Trustee shall pay or deliver over to the Company as
excess moneys pursuant to Section 12.04 all funds or obligations then held under the agreement and
allocable to the sinking fund payment requirements so satisfied.



     If Securities of a series with respect to which such deposits are made may be subject to later
redemption at the option of the Company or pursuant to optional sinking fund payments, the
applicable escrow trust agreement may, at the option of the Company, provide therefor. In the case
of an optional redemption in whole or in part, such agreement shall require the Company to deposit
with the Trustee on or before the date notice of redemption is given funds sufficient to pay the
Redemption Price of the Securities to be redeemed together with all unpaid interest thereon to the
Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Company
as excess funds pursuant to Section 12.04 all funds or obligations then held under such agreement
and allocable to the Securities to be redeemed. In the case of exercise of Optional Sinking Fund
Payment rights by the Company, such agreement shall, at the option of the Company, provide that
upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee shall
pay or deliver over to the Company as excess funds pursuant to Section 12.04 all funds or
obligations then held under such agreement for such series and allocable to the Securities to be
redeemed.



     Section 12.07 Application of Trust Money.



     (a) Neither the Trustee nor any other Paying Agent shall be required to pay interest on any
moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with
the Company to pay thereon. Any moneys so deposited for the payment of the principal of, or
premium, if any, or interest on the Securities of any series and remaining unclaimed for two years
after the date of the maturity of the Securities of such series or the date fixed for the
redemption of all the Securities of such series at the time outstanding, as the case may be, shall
be repaid by the Trustee or such other paying agent to the Company upon its



54









 




written request and
thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders
of Securities of such series in respect of which such moneys shall have been deposited shall be
enforceable only against the Company, and all liability of the Trustee or such other paying agent
with respect to such moneys shall thereafter cease.




     (b) Subject to the provisions of the foregoing paragraph, any moneys which at any time shall
be deposited by the Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be
and are hereby assigned, transferred and set over to the Trustee or such other paying agent in
trust for the respective holders of the Securities for the purpose for which such moneys shall have
been deposited; but such moneys need not be segregated from other funds except to the extent
required by law.



     Section 12.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing
provisions of this Article, if the Securities of any series are payable in a Currency other than
U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the
Trustee under the foregoing provisions of this Article shall be as set forth in the Officer’s
Certificate or established in the supplemental indenture under which the Securities of such series
are issued.



ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS




     Section 13.01 No Personal Liability. No recourse shall be had for the payment of the
principal of, or the premium, if any, or interest on, any Security or for any claim based thereon
or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation,
covenant or agreement of this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this Indenture and the
Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present
or future, of the Company or of any successor corporation, either directly or through the Company
or any successor corporation, because of the incurring of the Indebtedness hereby authorized or
under or by reason of any of the obligations, covenants, promises or agreements contained in this
Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all
liability, if any, of that character against every such incorporator, stockholder, officer and
director is, by the acceptance of the Securities and as a condition of, and as part of the
consideration for, the execution of this Indenture and the issue of the Securities expressly waived
and released.



ARTICLE XIV

SUPPLEMENTAL INDENTURES




     Section 14.01 Without Consent of Securityholders. The Company (when authorized by
resolution of its Board of Directors) and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one
or more of or all the following purposes:



55









 






     (a) to add to the covenants and agreements of the Company, to be observed thereafter
and during the period, if any, in such supplemental indenture or indentures expressed, and
to add Events of Default, in each case for the protection or benefit of the holders of all
or any series of the Securities (and if such covenants, agreements and Events of Default are
to be for the benefit of fewer than all series of Securities, stating that such covenants,
agreements and Events of Default are expressly being included for the benefit of such series
as shall be identified therein), or to surrender any right or power herein conferred upon
the Company;




     (b) to delete or modify any Events of Default with respect to all or any series of the
Securities, the form and terms of which are being established pursuant to such supplemental
indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to
fewer than all such series of the Securities, specifying the series to which such Event of
Default is applicable), and to specify the rights and remedies of the Trustee and the
holders of such Securities in connection therewith;




     (c) to add to or change any of the provisions of this Indenture to provide to change or
eliminate any restrictions on the payment of principal of or premium, if any, on Registered
Securities; provided that any such action shall not adversely affect the interests of the
holders of Securities of any series in any material respect, or to permit or facilitate the
issue of Securities of any series in uncertificated form;




     (d) to change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no Outstanding Security
of any series created prior to the execution of such supplemental indenture that is entitled
to the benefit of such provision and as to which such supplemental indenture would apply;




     (e) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and obligations of the
Company contained in the Securities of one or more series and in this Indenture or any
supplemental indenture;




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




     (g) to secure any series of Securities;




     (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or
11.07 hereof as permitted by the terms thereof;



56









 






     (i) to cure any ambiguity or to correct or supplement any provision contained herein or
in any indenture supplemental hereto which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture;




     (j) to comply with the requirements of the Trust Indenture Act or the rules and
regulations of the Commission thereunder in order to effect or maintain the qualification of
this Indenture under the Trust Indenture Act, as contemplated by this Indenture or
otherwise;




     (k) to add guarantors or co-obligors with respect to any series of Securities;




     (l) to make any change in any series of Securities that does not adversely affect in
any material respect the interests of the holders of such Securities; provided that
no such change shall be deemed to adversely effect the holders of any series of
Securities if such change is made to conform the terms of such Securities to the terms
described in the offering document used in the initial distribution thereof;




     (m) to prohibit the authentication and delivery of additional series of Securities; or




     (n) to establish the form and terms of Securities of any series as permitted in Section
3.01, or to authorize the issuance of additional Securities of a series previously
authorized or to add to the conditions, limitations or restrictions on the authorized
amount, terms or purposes of issue, authentication or delivery of the Securities of any
series, as herein set forth, or other conditions, limitations or restrictions thereafter to
be observed.



     Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company
in the execution of any such supplemental indenture, to make the further agreements and
stipulations which may be therein contained and to accept the conveyance, transfer, assignment,
mortgage or pledge of any property or assets thereunder.



     Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed
by the Company and the Trustee without the consent of the holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 14.02.



     Section 14.02 With Consent of Securityholders; Limitations.



     (a) With the consent (evidenced as provided in Article VIII) of the holders of a majority in
aggregate principal amount of the Outstanding Securities, the Company (when authorized by a
resolution of the Board of Directors) and the Trustee may, from time to time and at any time, enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of this Indenture or of modifying in any
manner the rights of the holders of the Securities of such series to be affected; provided,
however, that no such supplemental indenture shall, without the consent of the holder of each
Outstanding Security of each such series affected thereby,



57









 






     (i) extend the Stated Maturity of the principal of, or any installment of interest on,
any Security, or reduce the principal amount thereof or the interest thereon or any premium
payable upon redemption thereof, or extend the Stated Maturity of, or change the Currency in
which the principal of and premium, if any, or interest on such Security is denominated or
payable, 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 7.02, or impair the right to institute suit for the enforcement of any payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or materially adversely affect the economic terms of any right to convert
or exchange any Security as may be provided pursuant to Section 3.01(r); or




     (ii) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose holders is required for any 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




     (iii) modify any of the provisions of this Section, Section 6.06 or Section 7.06,
except to increase any the respective percentages referred to therein or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent
of the holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any holder with respect to changes in
the references to “the Trustee” and any concomitant changes or the deletion of this proviso,
in accordance with the requirements of Sections 11.06 and 14.01(f); or




     (iv) modify, without the written consent of the Trustee, the rights, duties or
immunities of the Trustee.



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



     (c) It shall not be necessary for the consent of the Securityholders under this Section 14.02
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.



     (d) The Company may set a record date for purposes of determining the identity of the holders
of each series of Securities entitled to give a written consent or waive compliance by the Company
as authorized or permitted by this Section. Such record date shall not be more than 30 days prior
to the first solicitation of such consent or waiver or the date of the most recent list of holders
furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture
Act.



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     (e) Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 14.02, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to the holders of Securities at their
addresses as the same shall then appear in the Register of the Company. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.



     Section 14.03 Trustee Protected. Upon the request of the Company, accompanied by the
Officer’s Certificate and Opinion of Counsel required by Section 16.01 and by:



     (a) a supplemental indenture duly executed on behalf of the Company;



     (b) a copy of a resolution of the Board of Directors of the Company, certified by the
Secretary or an Assistant Secretary of the Company and a copy of an Officer’s Certificate of the
Company, authorizing the execution of said supplemental indenture;



     (c) an Opinion of Counsel, stating that said supplemental indenture complies with, and that
the execution thereof is authorized or permitted by, the provisions of this Indenture; and



     (d) if said supplemental indenture shall be executed pursuant to Section 14.02, evidence (as
provided in Article VIII) of the consent thereto of the Securityholders required to consent thereto
as in Section 14.02 provided, the Trustee shall join with the Company in the execution of said
supplemental indenture unless said supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into said supplemental indenture.



     Section 14.04 Effect of Execution of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article XIV, this Indenture shall be
deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly
provided, the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the holders of all of the Securities or of the
Securities of any series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.



     Section 14.05 Notation on or Exchange of Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of
the Company, to any modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall
be made without cost to the holders of the Securities.



59









 





     Section 14.06 Conformity with TIA. Every supplemental indenture executed pursuant to
the provisions of this Article shall conform to the requirements of the Trust Indenture Act as then
in effect.



ARTICLE XV

SUBORDINATION OF SECURITIES




     Section 15.01 Agreement to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section
3.01(s), and except as otherwise provided in Board Resolutions or a supplemental indenture, the
Company, for itself, its successors and assigns, covenants and agrees, and each holder of
Securities of such series by his, her or its acceptance thereof, likewise covenants and agrees,
that the payment of the principal of (and premium, if any) and interest, if any, on each and all of
the Securities of such series is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.
In the event a series of Securities is not designated as subordinated pursuant to Section 3.01(s),
this Article XV shall have no effect upon the Securities.



     Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities. Subject to Section 15.01, upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization
under applicable bankruptcy law):




     (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full
of the principal thereof (and premium, if any) and interest due thereon before the holders
of the Securities are entitled to receive any payment upon the principal (or premium, if
any) or interest, if any, on Indebtedness evidenced by the Securities; and




     (b) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article XV shall be paid by the
liquidation trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the principal of (and premium, if any) and interest on the Senior
Indebtedness held or represented by each, to the extent necessary to make payment in full of
all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness; and



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     (c) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or the holders of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over, upon written
notice to a Responsible Officer of the Trustee, to the holder of such Senior Indebtedness or
his, her or its representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior
Indebtedness may have been issued, ratably as aforesaid, for application to payment of
all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been
paid in full, after giving effect to any concurrent payment or distribution to the holders
of such Senior Indebtedness.


Subject to the payment in full of all Senior Indebtedness, the holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness (to the extent that distributions
otherwise payable to such holder have been applied to the payment of Senior Indebtedness) to
receive payments or distributions of cash, property or securities of the Company applicable to
Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the
Securities shall be paid in full and no such payments or distributions to the holders of the
Securities of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article XV are and are
intended solely for the purpose of defining the relative rights of the holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained
in this Article XV or elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and
the holders of the Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the holders of the Securities the principal of (and premium, if any) and interest, if
any, on the Securities as and when the same shall become due and payable in accordance with their
terms, or to affect the relative rights of the holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything herein or in the
Securities prevent the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any, under
this Article XV of the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy. Upon any payment or distribution of
assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of
Section 15.05, shall be entitled to rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereof and all other facts pertinent thereto or to this Article XV.



With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or observe
only such of its covenants and objectives as are specifically set forth in this Indenture, and no
implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee, however, shall not be deemed to owe any


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fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of holders of Securities or the Company,
or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled
by virtue of this Article XV.




     Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness. Subject to Section 15.01, no payment by the Company on account of principal (or premium, if
any), sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a
default on Senior Indebtedness exists that permits the holders of such Senior Indebtedness to
accelerate its maturity and (ii) the default is the subject of judicial proceedings or the Company
has received notice of such default. The Company may resume payments on the Securities when full
payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior
Indebtedness has been made or duly provided for in money or money’s worth.



     Section 15.04 Payments on Securities Permitted. Subject to Section 15.01, nothing
contained in this Indenture or in any of the Securities shall (a) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as provided in Sections
15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it
hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if
any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its
Corporate Trust Office written notice of any fact prohibiting the making of such payment from the
Company or from the holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee more than two Business Days prior to the date fixed for such payment.



     Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 15.01, each holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his, her or its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XV and appoints the Trustee
his attorney-in-fact for any and all such purposes.



     Section 15.06 Notices to Trustee. Subject to Section 15.01, notwithstanding the
provisions of this Article XV or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or
assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the
Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the
Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or
from the holder of any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of
such trustee and, prior to the receipt of any such written notice, the Trustee shall be entitled in
all respects conclusively to presume that no such facts exist; provided, however, that if at least
two Business Days prior to the date upon which by the terms hereof any such moneys or assets may
become payable for any purpose (including, without limitation, the payment of either the principal
(or premium, if any) or interest, if any, on any Security) a



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Responsible Officer of the Trustee
shall not have received with respect to such moneys or assets the notice provided for in this
Section 15.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys or assets and to apply the same to the purpose for which they
were received, and shall not be affected by any notice to the contrary which may be received by it
within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a trustee on behalf of such holder) to establish that such a notice has been given by a holder
of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this
Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XV and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment.




     Section 15.07 Trustee as Holder of Senior Indebtedness. Subject to Section 15.01, the
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV
in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder
of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of
any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or payments
to, the Trustee under or pursuant to Sections 7.05 or 11.01.



     Section 15.08 Modifications of Terms of Senior Indebtedness. Subject to Section 15.01,
any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the
holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing
Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made
or done all without notice to or assent from the holders of the Securities or the Trustee. No
compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver,
consent or other action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is
in accordance with the provisions of any applicable document, shall in any way alter or affect any
of the provisions of this Article XV or of the Securities relating to the subordination thereof.



     Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent. Subject
to Section 15.01, upon any payment or distribution of assets of the Company referred to in this
Article XV, the Trustee and the holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver,
assignee for the benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution to
holders of Senior Indebtedness
and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.



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     Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance. Subject
to Section 15.01, amounts and U.S. Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Article XII and not, at the time of such deposit, prohibited to
be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.



ARTICLE XVI

MISCELLANEOUS PROVISIONS




     Section 16.01 Certificates and Opinions as to Conditions Precedent.



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



     (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this Indenture (other than
the certificates provided pursuant to Section 6.05 of this Indenture or TIA Section 314(a)(4)) must
comply with TIA Section 314(a) and shall include (i) a statement that the Person making giving such
certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such
Person, he or she has made such examination or investigation as is necessary to enable such Person
to express an informed view or opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the view or opinion of such Person,
such condition or covenant has been complied with.



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



     (d) Any certificate, statement or opinion of an officer of the Company or of counsel to the
Company may be based, insofar as it relates to accounting matters, upon a certificate or opinion
of, or representations by, an accountant or firm of accountants, unless such officer or counsel, as
the case may be, knows, or in the exercise of reasonable care should know, that the



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certificate or
opinion or representations with respect to the accounting matters upon which his or her
certificate, statement or opinion may be based are erroneous. Any certificate or opinion of any
firm of independent registered public accountants filed with the Trustee shall contain a statement
that such firm is independent.




     (e) 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.



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



     Section 16.02 Trust Indenture Act Controls. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture by any of the
provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.



     Section 16.03 What Constitutes Action by Board of Directors. Whenever action is
required by this Indenture by the Board of Directors of the Company and there is at the time
constituted a committee of the Board of Directors duly authorized to take such action, or a
committee of officers or other representatives of the Company so authorized by the Board of
Directors, such action by such a committee shall be deemed to be the action of the Board of
Directors and shall be sufficient for all purposes of this Indenture where action by the Board of
Directors is specified.



     Section 16.04 Notices to the Company and Trustee. Any notice or demand authorized by
this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee
shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed,
delivered or telefaxed to:




     (a) the Company, at Avery Dennison Corporation, 150 North Orange Grove Boulevard,
Pasadena, California 91103, Attention: Richard P. Randall, Vice President
and Assistant Secretary, or at such other address or facsimile number as may have been
furnished in writing to the Trustee by the Company.




     (b) the Trustee, at the Corporate Trust Office of the Trustee, Attention: Corporate
Trust Administration.


Any such notice, demand or other document shall be in the English language.




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     Section 16.05 Notices to Securityholders; Waiver. Any notice or report required or
permitted to be given to Securityholders shall be sufficiently given (unless otherwise herein
expressly provided),



     (a) if to Registered Holders, if given in writing by first class mail, postage prepaid, to
such holders at their addresses as the same shall appear on the Register of the Company.



     (b) In the event of suspension of regular mail service or by reason of any other cause it
shall be impracticable to give notice by mail, then such notification as shall be given with the
approval of the Trustee shall constitute sufficient notice for every purpose hereunder.



     (c) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to holders is given by mail; neither the failure
to mail such notice nor any defect in any notice so mailed to any particular holder shall affect
the sufficiency of such notice with respect to other holders, and any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given. In any case where
notice to holders is given by publication, any defect in any notice so published as to any
particular holder shall not affect the sufficiency of such notice with respect to other holders,
and any notice that is published in the manner herein provided shall be conclusively presumed to
have been duly given.



     (d) Each such notice or report shall also be delivered pursuant to this Section 16.05 to any
Person described in TIA Section 313(c) to the extent required by the TIA.



     Section 16.06 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in
any case where any Interest Payment Date, Redemption Date or Maturity of any Security of any series
shall not be a Business Day at any Place of Payment for the Securities of that series, then payment
of principal and premium, if any, or interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.



     Section 16.07 Effects 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 16.08 Successors and Assigns. All covenants and agreements in this Indenture
by the parties hereto shall bind their respective successors and assigns and inure to the benefit
of their permitted successors and assigns, whether so expressed or not.



     Section 16.09 Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



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     Section 16.10 Benefits of Indenture. Nothing in this Indenture expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or to give to, any Person or corporation other than the parties hereto and their successors
and the holders of the Securities any benefit or any right, remedy or claim under or by reason of
this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be
for the sole and exclusive benefit of the parties hereto and their successors and of the holders of
the Securities.



     Section 16.11 Counterparts Originals. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     Section 16.12 Governing Law. This Indenture and the Securities shall be deemed to be
contracts made under the law of the State of New York, and for all purposes shall be governed by
and construed in accordance with the law of said State.



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



	 	 	 	 	 
	 	 	AVERY DENNISON CORPORATION,

as Issuer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

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

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






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