ex4a






 
 
 
Exhibit 4.1 
Core Molding Technologies, 
Inc. 

as Issuer 
AND 
[_____________] 
___________________ 
Indenture 
Dated as of [_________, 20__] 
___________________ 






TABLE OF CONTENTS
 
(continued) 
Page
 
 
 
-i- 
 
 
ARTICLE I         DEFINITION 
S 
AND OTHER PROVISIONS OF GENERAL APPLICATION ........... 
1 
Section 101.      Definitions ............................................................................................................ 1 
Section 102.      Compliance Certificates and Opinions ................................................................. 7 
Section 103.      Form of Documents Delivered to Trustee ............................................................ 8 
Section 104.      Acts of Holders ..................................................................................................... 
8 
Section 105.      Notices, Etc to Trustee and Company ................................................................... 
9 
Section 106.      Notice to Holders; Waiver .................................................................................. 10 
Section 107.      Conflict With Trust Indenture Act ...................................................................... 
10 
Section 108.      Effect of Headings and Table of Contents .......................................................... 
10 
Section 109.      Successors and Assigns ...................................................................................... 10 
Section 110.      Separability Clause ............................................................................................. 10 
Section 111.      Benefits of 
Indenture .......................................................................................... 10 
Section 112.      Governing Law ................................................................................................... 10 
Section 113.      Waiver 
of Jury Trial ............................................................................................ 
10 
Section 114.      Legal Holidays .................................................................................................... 
10 
Section 115.      Rules by Trustee and Agents .............................................................................. 11 
Section 116.      No Recourse Against Others ............................................................................... 
11 
ARTICLE II        SECURITY FORMS ..................................................................................................... 
11 
Section 201.      Forms Generally ................................................................................................. 11 
Section 202.      Form of Trustee’s 
Certificate of Authentication ................................................. 
11 
ARTICLE III      THE 
SECURITIES ....................................................................................................... 12 
Section 301.      Amount Unlimited; Issuable in Series ................................................................ 
12 
Section 302.      Denominations .................................................................................................... 
16 
Section 303.      Execution, Authentication, Delivery and Dating ................................................ 
16 
Section 304.      Temporary Securities .......................................................................................... 
17 
Section 305.      Registration, Registration of Transfer and Exchange ......................................... 
18 
Section 306.      Mutilated, Destroyed, Lost and Stolen Securities ............................................... 
19 
Section 307.      Payment of Interest; Interest Rights Preserved ................................................... 
19 
Section 308.      Persons Deemed Owners .................................................................................... 21 
Section 309.      Cancellation ........................................................................................................ 21 
Section 310.      Computation of Interest ...................................................................................... 22 
Section 311.      Global Securities; Exchanges; Registration and Registration of Transfer .......... 
22 
Section 312.      Extension of Interest Payment ............................................................................ 
23 
Section 313.      CUSIP Numbers and ISINs ................................................................................ 23 
ARTICLE IV      SATISFACT 
ION AND DISCHARGE ......................................................................... 
23 
Section 401.      Satisfaction and Discharge of Indenture ............................................................. 
23 
Section 402.      Application of Trust Money ............................................................................... 24 
Section 403.      Satisfaction, Discharge and Defeasance of Securities of Any Series ................. 
25 
ARTICLE V        REMEDIES ................................................................................................................... 
26 
Section 501.      Events of Default ................................................................................................ 26 
Section 502.      Acceleration of Maturity; Rescission and Annulment ........................................ 
27 
Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee ..................... 
29 
Section 504.      Trustee May File Proofs of Claim ...................................................................... 29 
Section 505.      Trustee May Enforce Claims Without Possession of Securities or 
Coupons .............................................................................................................. 
30 
Section 506.      Application of Money Collected ......................................................................... 
30 
Section 507.      Limitation on Suits.............................................................................................. 30 
Section 508.      Unconditional Right of Holders to Receive Principal, Premium and 
Interest ................................................................................................................ 31 






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Page
 
 
 
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Section 509.      Restoration of Rights and Remedies ................................................................... 
31 
Section 510.      Rights and Remedies Cumulative ....................................................................... 
31 
Section 511.      Delay or Omission Not Waiver 
.......................................................................... 31 
Section 512.      Control by Holders.............................................................................................. 31 
Section 513.      Waiver 
of Past Defaults ...................................................................................... 
32 
Section 514.      Undertaking for Costs ......................................................................................... 
32 
Section 515.      Waiver 
of Stay or Extension Laws ..................................................................... 
32 
ARTICLE VI      THE 
TRUSTEE............................................................................................................. 33 
Section 601.      Certain Duties and Responsibilities .................................................................... 
33 
Section 602.      Notice of Defaults ............................................................................................... 
34 
Section 603.      Certain Rights of Trustee .................................................................................... 
34 
Section 604.      Not Responsible for Recitals or Issuance of Securities ...................................... 
36 
Section 605.      May Hold Securities ........................................................................................... 36 
Section 606.      Money Held in Trust ........................................................................................... 
36 
Section 607.      Compensation and Reimbursement .................................................................... 36 
Section 608.      Disqualification; Conflicting Interests ................................................................ 
37 
Section 609.      Corporate Trustee Required; Eligibility .............................................................. 
37 
Section 610.      Resignation and Removal; Appointment of Successor ....................................... 
37 
Section 611.      Acceptance of Appointment by Successor ......................................................... 38 
Section 612.      Merger, Conversion, Consolidation or Succession to Business .......................... 
39 
Section 613.      Preferential Collection of Claims Against Company .......................................... 
40 
Section 614.      Appointment of Authenticating Agent................................................................ 40 
ARTICLE VII     HOLDERS’ 
LISTS AND REPORTS BY TRUSTEE AND COMPANY 
.................... 42 
Section 701.      Company to Furnish Trustee Names and Addresses of Holders ........................ 42 
Section 702.      Preservation of Information; Communications to Holders ................................. 
42 
Section 703.      Reports by Trustee .............................................................................................. 
43 
Section 704.      Reports by Company .......................................................................................... 44 
ARTICLE VIII    CONSOLIDATION, 
MERGER, CONVEYANCE OR TRANSFER .......................... 45 
Section 801.      Company May Consolidate, Etc Only on Certain Terms ................................... 45 
Section 802.      Successor Corporation Substituted ..................................................................... 
45 
ARTICLE IX      SUPPLEMEN 
TAL INDENTURES .............................................................................. 
46 
Section 901.      Supplemental Indentures Without Consent of Holders....................................... 46 
Section 902.      Supplemental Indentures With Consent of Holders ............................................ 
47 
Section 903.      Execution of Supplemental Indentures ............................................................... 
49 
Section 904.      Effect of Supplemental Indentures...................................................................... 49 
Section 905.      Conformity With Trust Indenture Act ................................................................ 49 
Section 906.      Reference in Securities to Supplemental Indentures........................................... 49 
Section 907.      Revocation and Effect of Consents ..................................................................... 
49 
Section 908.      Modification Without Supplemental Indenture .................................................. 50 
ARTICLE X        COVENANTS ............................................................................................................... 
50 
Section 1001.    Payment of Principal, Premium and Interest ...................................................... 50 
Section 1002.    Maintenance of Office or Agency....................................................................... 51 
Section 1003.    Money for Securities Payments to Be Held in Trust .......................................... 52 
Section 1004.    Corporate Existence ............................................................................................ 
53 
Section 1005.    Defeasance of Certain Obligations ..................................................................... 53 
Section 1006.    Statement by Officers as to Default .................................................................... 
54 
Section 1007.    Waiver 
of Certain Covenants .............................................................................. 
55 
Section 1008.    Maintenance of Properties .................................................................................. 55 
ARTICLE XI      REDEMPTIO 
N 
OF SECURITIES 
............................................................................... 56 






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Section 1101.    Applicability of Article ....................................................................................... 
56 
Section 1102.    Election to Redeem; Notice to Trustee ............................................................... 56 
Section 1103.    Selection by Trustee of Securities to Be Redeemed ........................................... 56 
Section 1104.    Notice of Redemption ......................................................................................... 
56 
Section 1105.    Securities Payable on Redemption Date ............................................................. 
58 
Section 1106.    Securities Redeemed in Part ............................................................................... 58 
ARTICLE XII     SINKING 
FUNDS ........................................................................................................ 58 
Section 1201.    Applicability of Article ....................................................................................... 
58 
Section 1202.    Satisfaction of Sinking Fund Payments With Securities .................................... 58 
Section 1203.    Redemption of Securities for Sinking Fund ........................................................ 
59 
ARTICLE XIII    REPAYMENT 
OF SECURITIES AT OPTION OF HOLDERS ................................. 59 
Section 1301.    Applicability of Article ....................................................................................... 
59 
Section 1302.    Notice of Repayment Date .................................................................................. 
59 
Section 1303.    Securities Payable on Repayment Date .............................................................. 60 
Section 1304.    Securities Repaid in Part ..................................................................................... 
61 
ARTICLE XIV   MISCELLANEOUS 
...................................................................................................... 61 
Section 1401.    Trust Indenture Act Controls .............................................................................. 61 
Section 1402.    Force Majeure ..................................................................................................... 
61 
Section 1403.    No Adverse Interpretation of Other Agreements ................................................ 
61 
Section 1404.    Severability ......................................................................................................... 
61 
Section 1405.    Counterpart Originals ......................................................................................... 61 
Section 1406.    Table 
of Contents, Headings, etc ........................................................................ 
61 
Section 1407.    U.S.A. Patriot Act ............................................................................................... 
61






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS
 
(continued) 
Page
 
 
 
-i- 
 
 
Core 
Molding 
Technologies, 
Inc. 
Reconciliation 
and tie 
between 
Trust Indenture 
Act of 
1939 and 
Indenture, 
dated as 
of , 20__ 
 
Trust Indenture 
Act Section 
 

 

 

Indenture Sections 
§ 310(a)(1) 
 

 

 

609 
 
(a)(2) 
 

 

 

609 
 
(a)(3) 
 

 

 

Not Applicable 
 
(a)(4) 
 

 

 

Not Applicable 
 
(a)(5) 
 

 

 

609 
 
(b) 
 

 

 

608 
 

 

 

 

610 
§ 311(a) 
 

 

 

613 
 
(b) 
 

 

 

613 
 
(b)(2) 
 

 

 

703(a)(2) 
 

 

 

 

703(b) 
§ 312(a) 
 

 

 

701 
 

 

 

 

702(a) 
 
(b) 
 

 

 

702(b) 
 
(c) 
 

 

 

702(c) 
§ 313(a) 
 

 

 

703(a) 
 
(b) 
 

 

 

703(b) 
 
(c) 
 

 

 

703(a), 703(b) 
 
(d) 
 

 

 

703(c) 
§ 314(a) 
 

 

 

704 
 
(b) 
 

 

 

Not Applicable 
 
(c)(1) 
 

 

 

102 
 
(c)(2) 
 

 

 

102 
 
(c)(3) 
 

 

 

Not Applicable 
 
(d) 
 

 

 

Not Applicable 
 
(e) 
 

 

 

102 
§ 315(a) 
 

 

 

601(a) 
 
(b) 
 

 

 

602 
 

 

 

 

703(a)(7) 
 
(c) 
 

 

 

601(b) 
 
(d) 
 

 

 

601(c) 
 
(d)(l) 
 

 

 

601(a)(i) 
 
(d)(2) 
 

 

 

601(c)(ii) 
 
(d)(3) 
 

 

 

601(c)(iii) 
 
(e) 
 

 

 

514 
§ 316(a) 
 

 

 

101 
 
(a)(1)(A) 
 

 

 

502 
 

 

 

 

512 
 
(a)(1)(B) 
 

 

 

513 
 
(a)(2) 
 

 

 

Not Applicable 
 
(b) 
 

 

 

508 
 
(c) 
 

 

 

104(g) 
§ 317(a)(l) 
 

 

 

503 
 
(a)(2) 
 

 

 

504 
 
(b) 
 

 

 

1003 
§ 318(a) 
 

 

 

107 
 






TABLE OF CONTENTS
 
(continued) 
Page
 
 
 
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Note: 
This reconciliation and tie shall not, for any purpose, be 
deemed to be a part of the Indenture.
 






 
 
- 1 - 
 
INDENTURE, dated as 
of [____________, 20__], 
between CORE MOLDING 
TECHNOLOGIES, 
INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the 
“Company”),  having  its 
principal  office 
at  800 
Manor  Park  Drive, 
Columbus,  Ohio  43228, 
and 
[__________________],  having  one  of 
its  Corporate  offices 
at  [____________]  (herein  called 
the 
“Trustee”). 
RECITALS OF THE COMPANY 
The Company has duly authorized 
the execution and delivery of 
this Indenture to provide for 
the 
issuance from time 
to time 
of its 
unsecured debentures, notes 
or other 
evidences of 
indebtedness (each 
herein called a “Security” 
or collectively the “Securities”), in 
an unlimited aggregate principal amount 
to 
be issued in one or more series as in this Indenture provided. 
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: 
For and in consideration of the premises and the purchase of 
the Securities by the Holders thereof, 
it is mutually covenanted 
and agreed, for the 
equal and proportionate 
benefit of all Holders 
of the Securities 
or of any series thereof, as follows: 
ARTICLE I 
 
DEFINITIONS AND OTHER PROVISIONS OF GENERAL 
APPLICATION 
Section 101.
 
Definitions
. 
For all purposes 
of this Indenture, 
except as otherwise 
expressly provided or 
unless the context 
otherwise requires; 
(1)        the 
terms defined in 
this Article have 
the meanings assigned 
to them in 
this Article and 
include the plural as well as the singular; 
(2)        all 
other terms used herein which are defined in the Trust Indenture Act, either directly or 
by reference therein, have the meanings assigned to them 
therein; 
(3)        all 
accounting terms not otherwise defined 
herein have the meanings 
assigned to them in 
accordance with 
generally accepted 
accounting principles, 
and, except 
as otherwise 
herein expressly 
provided, the term “generally accepted accounting principles” with respect to 
any computation required or 
permitted hereunder shall mean such 
accounting principles as are 
generally accepted in the 
United States 
at the date 
of such computation 
or, at 
the election of 
the Company from 
time to time, 
at the date 
of the 
execution and delivery of this Indenture; 
(4)        the 
word “or” is not exclusive; and 
(5)        the 
words “herein”, “hereof” and 
“hereunder” and other 
words of similar import 
refer to 
this Indenture as a whole and not to any particular Article, Section 
or other subdivision. 
Certain terms, used principally in Article VI, are defined in that Article. 
“
Act
”, when used with respect to any Holder, has the meaning specified in 
Section 104
. 
“
Affiliate
” of 
any specified 
Person means 
any other 
Person directly 
or indirectly 
controlling or 
controlled by or under 
direct or indirect common control 
with such specified Person. For 
the purposes of 
this definition, “control” 
when used with 
respect to any 
specified Person means 
the power to 
direct the 
management and policies of 
such Person, directly or 
indirectly, whether through 
the ownership of voting 






 
 
- 2 - 
 
securities, by contract 
or otherwise; and 
the terms “controlling” 
and “controlled” have 
meanings correlative 
to the foregoing. 
“
Authenticating Agent
” means any Person authorized 
by the Trustee to act on behalf 
of the Trustee 
to authenticate Securities. 
“
Authorized Newspaper
” means a newspaper of general 
circulation, in an official language of 
the 
country of 
publication or 
in the 
English language, 
customarily published 
on a 
daily basis 
(including 
newspapers published on a daily basis except not published on Legal Holidays, as defined in 
Section 113
) 
in such 
country. Whenever 
successive weekly 
publications in 
an Authorized 
Newspaper are 
required 
hereunder, they may be made (unless 
otherwise expressly provided herein) 
on the same or 
different days of 
the week and in the same or different Authorized Newspapers. 
“
Authorized Officer
” means 
the Chairman 
of the 
Board, its 
Vice Chairman, 
the President, 
any 
Senior Vice 
President, any 
Vice President, 
the Treasurer, 
any Assistant 
Treasurer, the 
Secretary, any 
Assistant Secretary or any other 
officer or agent of the 
Company duly authorized by 
the Board of Directors 
to act in respect of matters relating to this Indenture. 
“
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 certified by 
the Secretary or 
an Assistant Secretary 
of the Company to have been duly 
adopted by the Board of Directors and 
to be in full force and 
effect on 
the date of such certification, and delivered to the Trustee. 
“
Business Day
”, when used with respect 
to any Place of Payment 
or any other particular location 
specified in 
the Securities 
or this 
Indenture, means 
each Monday, 
Tuesday, Wednesday, 
Thursday and 
Friday which is not a 
day on which banking 
institutions in that Place of 
Payment such other location, 
or the 
city in which 
the Corporate Trust 
Office of the 
Trustee is 
located, are authorized 
or obligated by 
law to 
close, except as may be otherwise specified as contemplated by 
Section 301
. 
“
Code
” means the Internal Revenue Code of 1986, as amended. 
“
Commission
” means the Securities and Exchange Commission, as from time 
to time constituted, 
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument 
such Commission is 
not existing and 
performing the duties 
now assigned to 
it under the 
Trust Indenture 
Act, then the body performing such duties at such time. 
“
Company
” means the 
Person named as 
the “Company” in 
the first paragraph 
of this instrument 
until a successor Person 
shall have become 
such pursuant to the 
applicable provisions of 
this Indenture, and 
thereafter “Company” shall mean such successor Person. 
“
Company Request
” or “
Company Order
” means a written request or 
order signed in the name of 
the Company by an Authorized Officer 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 and, with respect 
to the Trustee 
is located, at the date 
as 
of which 
this Indenture is 
dated, at 
625 Marquette Avenue 
South, MAC 
N9311-110, Minneapolis, 
MN 
55479. 
“
Corporation
”  includes 
corporations,  associations, 
joint  stock 
companies,  limited 
liability 
companies and business trusts. 
“
Defaulted Interest
” has the meaning specified in 
Section 307
. 
“
Depository
” means, with 
respect to any 
series of 
Securities issuable or 
issued in the 
form of a 
Global Security, 
an entity named 
as such in 
the Indenture, or, 
if no entity 
is so named, 
an entity, 
if any, 
named by the Company as such by Board 
Resolution, or its successor. The 
Depository is the entity which 






 
 
- 3 - 
 
holds a Global Security, if 
any, and operates the computerized 
book-entry system through 
which ownership 
interests in the Securities are recorded. Such entity shall at 
all times be a registered clearing agency under 
the Securities Exchange 
Act of 1934, 
as amended, and 
in good standing 
thereunder or, 
in the case 
of an 
entity that holds a 
Global Security issued outside 
of the United States, 
such entity shall at 
all times be in 
compliance  with  any 
applicable  registration  requirements 
and  in 
good  standing  under 
application 
regulations. 
“
Dollar
” or “
$
” means a 
dollar or other 
equivalent unit in 
such coin or 
currency of the 
United States 
as at the time shall be legal tender for the payment of public and private 
debts. 
“
Eligible Obligations
” means: 
(a)
 
with respect to Securities denominated 
in Dollars, U.S. Government Obligations; 
or 
(b)
 
with respect 
to Securities 
denominated in 
a currency 
other than 
Dollars or 
in a 
composite currency, such other obligations 
or instruments as shall 
be specified with respect 
to such 
Securities, as contemplated by 
Section 301(24)
. 
“
Event of Default
” has the meaning specified in 
Section 501
. 
“
Global Security
” means a Security, if any, issued to evidence all or a part of a series of Securities 
in accordance with 
Section 301
. 
“
Holder
” or “
Securityholder
” means a 
Person in whose 
name a Security 
is registered in 
the Security 
Register. 
“
Indenture
” means 
this instrument 
as originally 
executed or 
as it 
may from 
time to 
time be 
supplemented or 
amended by 
one or 
more indentures 
supplemental hereto 
entered into 
pursuant to 
the 
applicable provisions hereof 
and shall 
include the terms 
of particular 
series of 
Securities established as 
contemplated by 
Section 301
. 
“
Indexed Security
” means a Security the terms of which provide that the 
principal amount thereof 
payable at Stated Maturity may be more or less than 
the principal face amount thereof at original issuance. 
“
Interest
” means, when used with reference to the Securities, any interest payable under the terms 
of the Securities, including Defaulted Interest, if any, and additional interest, if any. 
“
Interest Payment Date
”, when used with respect to any Security, means the Stated Maturity of 
an 
installment of interest on such Security. 
“
Maturity
”, when used with respect to any Security, means the date on which 
the principal of such 
Security or an installment of principal 
becomes due and payable as therein or 
herein provided, whether at 
the Stated Maturity 
or by declaration 
of acceleration, upon 
call for redemption, 
exercise of repayment 
option 
or otherwise. 
“
Officer’s 
Certificate
” means a 
certificate signed by 
an Authorized Officer 
and delivered to 
the 
Trustee. 
“
Opinion of Counsel
” means a written opinion of 
counsel, who may be an employee 
of, or counsel 
for, the Company or an 
Affiliate of the Company 
or the Trustee, and who 
shall be acceptable 
to the Trustee. 
“
Original Issue Discount Security
” means any Security 
that provides for 
an amount less than 
the 
principal amount thereof to be due 
and payable upon a declaration of 
acceleration of the Maturity thereof 
pursuant to 
Section 502
. 
“
Outstanding
”, when used 
with respect to 
Securities, means, as 
of the date 
of determination, all 
Securities theretofore authenticated and delivered under this Indenture, except: 






 
 
- 4 - 
 
(a)
 
Securities theretofore 
cancelled by 
the Trustee 
or delivered 
to the 
Trustee for 
cancellation; 
(b)
 
Securities or portions thereof for 
whose payment or redemption (a) 
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 (b) 
Eligible Obligations 
as 
contemplated by 
Sections 401
 
and 
403
 
in the necessary 
amount have been 
theretofore deposited 
with the 
Trustee, in 
trust, for 
the Holders 
of such 
Securities (whether 
or not 
the Company’s 
indebtedness in respect thereof shall 
be satisfied and discharged 
for purposes of this 
Indenture or 
otherwise), provided that, 
if such Securities 
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 
(c)
 
Securities that have been 
paid pursuant to 
Section 306
 
or in exchange for 
or in lieu 
of which other 
Securities have been authenticated 
and delivered pursuant to 
this Indenture, other 
than any 
such Securities 
in respect 
of which 
there have 
been presented 
to the 
Trustee proof 
satisfactory to it and the Company that such Securities are held by a bona fide purchaser in whose 
hands such Securities are valid obligations of the Company; 
provided
, 
however
, that 
in determining 
whether the 
Holders of 
the requisite 
principal amount 
of the 
Outstanding Securities have given any request, demand, 
authorization, direction, notice, consent or waiver 
hereunder, 
(d)
 
Securities owned by the Company or any other obligor upon the Securities or any 
Affiliate of 
the Company or 
of such 
other obligor (unless 
the Company, 
such Affiliate 
or such 
obligor owns (i) all 
Securities Outstanding under this Indenture 
or (ii) except for 
the purposes of 
actions to be taken 
by Holders of more 
than one series or 
Tranche voting as a class, 
all Outstanding 
Securities of each 
such series and 
each such Tranche, 
as the case 
may be, determined 
without regard 
to this clause) shall be disregarded and deemed not 
to be Outstanding, except that, in determining 
whether the Trustee 
shall be protected 
in relying upon 
any such request, 
demand, authorization, 
direction, notice, consent 
or waiver, 
only Securities which 
a Responsible Officer 
of the Trustee 
knows to be 
so owned shall 
be so disregarded. 
Securities so owned 
which have been 
pledged in 
good faith 
may be 
regarded as 
Outstanding if 
the pledgee 
establishes to 
the satisfaction 
of the 
Trustee the pledgee’s 
right so to act with respect to 
such Securities and that the pledgee is not 
the 
Company or any other 
obligor upon the Securities 
or any Affiliate of the 
Company or of such 
other 
obligor; 
(e)
 
in determining whether the Holders of the requisite 
principal amount of Securities 
of any series or Tranche have 
concurred in any direction, waiver or consent, the 
principal amount 
of Original Issue Discount Securities 
that shall be deemed to be 
outstanding shall be the amount 
of 
the principal 
thereof that 
would be 
due and 
payable as 
of the 
date of 
such determination 
upon 
acceleration of the maturity thereof pursuant to 
Section 502
; 
(f)
 
in the 
case of any 
Security the 
principal of 
which is 
payable from time 
to time 
without presentment or surrender, the principal 
amount of such Security that 
shall be deemed to be 
Outstanding at any 
time for all 
purposes of this 
Indenture shall be 
the original principal 
amount 
thereof less the aggregate amount of principal thereof theretofore paid; and 
(g)
 
the principal amount 
of any Security 
which is denominated 
in a currency 
other than 
Dollars or in a composite currency that shall be deemed to be Outstanding for such purposes shall 
be the amount of 
Dollars that could have been 
purchased by the principal amount 
(or, in the 
case 






 
 
- 5 - 
 
of an Original 
Issue Discount Security, 
the Dollar equivalent 
on the date 
determined as set 
forth 
below of the amount determined as provided 
in (x) above) of such currency or 
composite currency 
evidenced by such 
Security, in 
each such case 
certified to the 
Trustee in 
an Officer’s 
Certificate 
based (i) on 
the average of 
the mean of 
the buying and 
selling spot rates 
quoted by three 
banks 
which are 
members of the 
New York 
Clearing House Association 
selected by 
the Company in 
effect at 
11:00 A.M. 
(New York 
time) in The 
City of New 
York on 
the fifteenth Business 
Day 
preceding any 
such determination 
or (ii) 
if on 
such fifteenth 
Business Day it 
is not 
possible or 
practicable to obtain such 
quotations from such three 
banks, on such other 
quotations or alternative 
methods of determination that shall be as consistent as practicable 
with the method set forth in (i) 
above. 
“
Paying Agent
” means any Person, including 
the Company, authorized by the Company to pay the 
principal of (and premium, if any) or interest on any Securities on behalf 
of the Company. 
“
Periodic Offering
” means an offering of Securities of 
a series from time to time any or 
all of the 
specific terms of which Securities, including without limitation the 
rate or rates of interest, if any, thereon, 
the Stated Maturity or Maturities thereof and the redemption 
provisions, if any, with respect thereto, are to 
be determined 
by the 
Company or its 
agents from time 
to time 
subsequent to 
the initial 
request for 
the 
authentication and delivery 
of such Securities by 
the Trustee, all as contemplated 
in 
Section 301
 
and clause 
(2) of 
Section 303
. 
“
Person
” means any 
individual, corporation, partnership, 
limited liability company, 
partnership, 
joint venture, association, 
joint-stock company, 
trust, unincorporated organization 
or government or 
any 
agency or political subdivision thereof. 
“
Place of Payment
”, when used with 
respect to the Securities 
of any series, or 
any Tranche thereof, 
means the place or 
places where the principal 
of (and premium, 
if any) and interest, 
if any, on the Securities 
of that series or Tranche are payable as specified as contemplated by 
Section 301
. 
“
Predecessor Security
” of any particular Security means every previous Security 
evidencing all or 
a portion 
of the 
same debt 
as that 
evidenced by 
such particular 
Security, and, 
for the 
purposes of 
this 
definition, any 
Security authenticated 
and delivered 
under 
Section 306
 
in exchange 
for or 
in lieu 
of a 
mutilated, destroyed, lost 
or stolen Security 
shall be deemed 
to evidence the 
same debt as 
the mutilated, 
destroyed, lost or stolen Security. 
“
Redemption Date
”, when used with respect to any Security to be redeemed, means the date fixed 
for such redemption by or pursuant to 
Section 301
 
of this Indenture. 
“
Redemption Price
”, when used 
with respect to 
any Security to 
be redeemed, means 
the price at 
which it is to be redeemed pursuant to this Indenture, exclusive of accrued 
and unpaid interest, if any. 
“
Registered Security
” means any 
Security issued hereunder 
and registered by 
the Security Registrar 
or any recorded interest in a Global Security issued hereunder. 
“
Regular Record Date
” for the interest payable on any Interest 
Payment Date on the Securities of 
any series means the date specified for that purpose as contemplated by 
Section 301
. 
“
Repayment  Date
”,  when  used  with  respect 
to  any  Security  of  any 
series  to  be  repaid  or 
repurchased, means the date, if 
any, fixed for such repayment or for such 
repurchase (whether at the option 
of the Holders or otherwise) pursuant to 
Section 301
 
of this Indenture. 
“
Repayment Price
”, when used with respect 
to any Security of any 
series to be repaid, means 
the 
price, if any, at which it is to be repaid pursuant to 
Section 301
. 
“
Responsible Officer
”, when 
used with 
respect to 
the Trustee, 
means any 
officer or 
authorized 
representative of the Trustee within the Corporate Trust Office of the Trustee with direct responsibility for 
the administration of 
this Indenture and 
also, with respect 
to a particular 
matter, any other 
officer of the 






 
 
- 6 - 
 
Trustee to 
whom such 
matter is 
referred because 
of such 
officer’s knowledge 
and familiarity 
with the 
particular subject. 
“
Security
” or 
“
Securities
” has 
the meaning stated 
in the 
first recital 
of this 
Indenture and 
more 
particularly means any Security or Securities authenticated and delivered 
under this Indenture. 
“
Security Register
” and “
Security Registrar
” have 
the respective meanings 
specified in 
Section 
305
. 
“
Senior Securities
” means Securities other than Subordinated Securities. 
“
series
” or 
“
series of 
Securities
” means 
a series 
of Securities 
issued under 
this Indenture 
as 
determined by Board Resolution or as otherwise determined under this Indenture, and except as otherwise 
provided in 
Section 608
. 
“
Special Record Date
” for the payment 
of any Defaulted Interest 
means a date fixed 
by the Trustee 
pursuant to 
Section 307
. 
“
Stated Maturity
”, when used with 
respect to any Security or 
any installment of principal 
thereof 
or interest thereon, 
means the date 
specified in such 
Security as the 
fixed date on 
which the principal 
of 
such Security or such installment of principal or interest is due and 
payable. 
“
Subordinated Securities
” means Securities 
that by the 
terms established pursuant 
to Subsection 
301(10) are subordinate to any specified debt of the Company. 
“
Subsidiary
” means (i) 
any corporation, association 
or other business 
entity of which 
more than 
50% of the outstanding total voting stock entitled (without 
regard to the occurrence of any contingency) to 
vote in the election of directors, managers or trustees thereof 
is at the time owned or controlled, directly or 
indirectly, by the Company or by 
one or more other 
Subsidiaries, or by 
the Company and one 
or more other 
Subsidiaries or (ii) any partnership the sole 
general partner or the managing 
general partner of which is the 
Company or a Subsidiary of 
the Company or the only 
general partners of which are 
the Company or of one 
or more Subsidiaries 
of the Company 
(or any 
combination thereof). For 
the purposes of 
this definition, 
“voting stock” means, in the 
case of a corporation, stock 
which ordinarily has voting 
power for the election 
of directors, whether at all times 
or only so long as no 
senior class of capital stock has such 
voting power 
by reason of any contingency, in the case of an association or business entity, 
any and all shares, interests, 
participations, rights 
or other 
equivalents (however 
designated) of 
corporate stock, 
in the 
case of 
a 
partnership or limited liability company, partnership or membership interests (whether general or limited), 
and any other interest or participation 
that confers on a Person the 
right to receive a share of 
the profits and 
losses of, or distributions of assets of, the issuing Person. 
“
Tranche
” means a 
group of Securities 
which (a) are 
of the same 
series and (b) 
have identical terms 
except as to principal amount or date of issuance. 
“
Trustee
” means the Person named as 
the “Trustee” in the first paragraph of this instrument 
until a 
successor Trustee shall have been appointed 
with respect to one or 
more series of Securities pursuant 
to the 
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or 
include each Person who is 
then a Trustee 
hereunder, and if 
at any time 
there is more 
than one such 
Person, “Trustee” as 
used with 
respect to the Securities of any series shall mean the Trustee with respect to Securities of that 
series. 
“
Trust Indenture Act
” means the Trust Indenture 
Act of 1939 as 
in force at the date 
as of which this 
instrument was executed, except as provided in 
Section 905
. 
“
U.S. Government Obligations
” means (a) direct obligations of the 
United States for the payment 
of which its 
full faith and credit 
is pledged, or obligations 
of a Person controlled 
or supervised by 
and acting 
as an agency 
or instrumentality of 
the United States 
and the payment 
of which is 
unconditionally guaranteed 
by the United States 
and (b) certificates, depositary receipts 
or other instruments which evidence 
a direct 
ownership interest 
in obligations 
described in 
clause (a) 
above or 
in any 
specific interest 
or principal 






 
 
- 7 - 
 
payments due 
in respect 
thereof; provided, 
however, that 
the custodian 
of such 
obligations or 
specific 
interest or 
principal payments shall 
be a 
bank or 
trust company (which 
may include the 
Trustee or 
any 
Paying Agent) subject to 
federal or state supervision 
or examination with a 
combined capital and surplus 
of at 
least $50,000,000; 
and 
provided
, 
further
, that 
except as 
may be 
otherwise required 
by law, 
such 
custodian  shall be 
obligated  to  pay  to  the holders 
of  such  certificates,  depositary  receipts  or  other 
instruments the full amount received by such custodian 
in respect of such obligations or specific payments 
and shall not be permitted to make any deduction therefrom. 
“
U.S. Person
” means a citizen, national 
or resident of the United 
States, a corporation, partnership, 
limited liability company, or 
other entity created or organized in or 
under the laws of the United States or 
any political subdivision thereof, 
or an estate or 
trust whose income from 
sources without the United 
States 
is includible in 
gross income for 
United States federal 
income tax purposes 
regardless of its 
connection 
with the conduct of a trade or business within the United States. 
“
Unregistered Security
” means any Security issued hereunder which is not a Registered Security. 
“
Vice President
”, when used 
with respect to 
the Company or 
the Trustee, means any 
vice president, 
whether or not designated by a number or a word or words added before 
or after the title “vice president”. 
“
Yield to Maturity
” means the yield to maturity, calculated by 
the Company at the time 
of issuance 
of a 
series of 
Securities or, 
if applicable, 
at the 
most recent 
determination of 
interest on 
such series 
in 
accordance with accepted financial practice. 
Section 102.
 
Compliance Certificates and Opinions. 
Except as otherwise expressly provided in 
this Indenture upon any application or request by the Company 
to the Trustee to take any action under any 
provision of this Indenture, 
the Company shall furnish 
to the Trustee an Officer’s Certificate stating 
that all 
conditions precedent, 
if any, 
provided for 
in this 
Indenture relating 
to the 
proposed action 
have been 
complied with and 
an Opinion of 
Counsel stating that 
in the opinion 
of such counsel 
all such conditions 
precedent, if any, have been complied with, except that in the case of any such application or request as to 
which the furnishing of such documents is specifically required by any provision of this Indenture 
relating 
to such particular application or request, no additional certificate or opinion 
need be furnished. 
Every certificate or opinion with respect to compliance with 
a condition or covenant provided for 
in this Indenture (other than certificates provided pursuant to 
Section 704(4))
 
shall include: 
1.
 
a statement 
that each 
individual signing such 
certificate or 
opinion has read 
such 
covenant or condition and the definitions herein relating thereto; 
2.
 
brief statement as to 
the nature and scope 
of the examination or 
investigation upon 
which the statements or opinions contained in such certificate or opinion 
are based; 
3.
 
a  statement  that, 
in  the  opinion 
of  each  such 
individual,  he  has 
made  such 
examination or investigation 
as is necessary 
to enable him 
to express 
an informed opinion 
as to 
whether or not such covenant or condition has been complied with; and 
4.
 
a statement as to whether, 
in the opinion of each such 
individual, such condition or 
covenant has been complied with. 
Section 103.
 
Form of Documents Delivered 
to Trustee. 

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






 
 
- 8 - 
 
Company may 
be based, 
insofar as 
it relates 
to legal 
matters, upon 
an Opinion 
of Counsel. 
Any such 
Opinion of Counsel may be 
based, insofar as it relates to 
factual matters, upon a certificate or 
opinion of, 
or representations by, an officer 
or officers of the 
Company stating that 
the information with 
respect to such 
factual matters is in the possession of the Company. 
Where any Person 
is required to 
make, give or 
execute two or 
more applications, requests, 
consents, 
certificates, statements, 
opinions or 
other instruments 
under this 
Indenture, they 
may, but 
need not, 
be 
consolidated and form one instrument. 
Section 104.
 
Acts of Holders.
 
(a)
 
Any request, 
demand, authorization, 
direction, notice, 
consent, waiver 
or other 
action provided by this Indenture to be 
made, given or taken by Holders may be 
embodied in and 
evidenced by 
one or 
more instruments of 
substantially similar tenor 
signed by 
such Holders 
in 
person or by 
an agent duly 
appointed in writing; 
and, except as 
herein otherwise expressly 
provided, 
such action shall 
become effective when 
such instrument or 
instruments are delivered 
to the Trustee 
and, where it is 
hereby expressly required, to 
the Company. Such 
instrument or instruments (and 
the action embodied therein and evidenced thereby) are herein sometimes referred to as 
the “Act” 
of the Holders signing such instrument 
or instruments. Proof of execution of 
any such instrument 
or of 
a writing 
appointing any 
such agent, 
or of 
the holding 
by any 
Person of 
Unregistered 
Securities, shall 
be sufficient 
for any 
purpose of 
this Indenture 
and (subject 
to 
Section 601
) 
conclusive in favor 
of the Trustee and 
the Company, if made 
in the manner 
provided in this 
Section. 
(b)
 
The fact and date 
of the execution by 
any Person of any 
such instrument or writing 
may be proved by the affidavit of a witness of such execution or by a certificate of a notary public 
or other officer authorized by law to take 
acknowledgments of deeds, certifying that 
the individual 
signing such 
instrument or 
writing acknowledged 
to him 
the execution 
thereof. Where 
such 
execution is by a signer 
acting in a capacity other 
than his individual capacity, 
such certificate or 
affidavit shall also constitute sufficient proof 
of his authority. The fact and date of 
the execution of 
any such 
instrument or writing, 
or the 
authority of the 
Person executing the 
same, may also 
be 
proved in any other manner acceptable to the Trustee. 
(c)
 
The amount 
of Unregistered 
Securities held 
by any 
Person executing 
any such 
instrument or writings as the Holder thereof, 
and the numbers of such Unregistered 
Securities, and 
the date of his holding the same, may be proved by the production of such Unregistered Securities 
or by 
a certificate executed, 
as depositary, 
by any trust 
company, bank, 
banker or member 
of a 
national securities exchange 
(wherever situated), if 
such certificate is 
in form satisfactory 
to the 
Trustee,  showing  that  at  the  date  therein  mentioned  such  Person  had  on  deposit  with  such 
depositary, or 
exhibited to it, 
the Unregistered Securities therein 
described; or such facts 
may be 
proved by 
the certificate 
or affidavit 
of the 
Person executing such 
instrument or 
writing as 
the 
Holder thereof, if such 
certificate or affidavit is 
in form satisfactory to 
the Trustee. The Trustee and 
the Company may assume that 
such ownership of any Unregistered 
Securities continues until (1) 
another certificate 
bearing a 
later date 
issued in 
respect of 
the same 
Unregistered Securities 
is 
produced, or 
(2) such 
Unregistered Securities 
are produced 
by some 
other Person, 
or (3) 
such 
Unregistered  Securities  are 
registered  as 
to  principal 
or  are 
surrendered  in  exchange 
for 
Unregistered Securities, or (4) such Unregistered Securities are no longer 
Outstanding. 
(d)
 
The fact and date 
of execution of any such 
instrument or writing and the 
amount 
and number of Unregistered Securities held by the Person so executing such instrument or writing 
may also be proved in any other manner that the Trustee deems sufficient; 
and the Trustee may in 
any instance require further proof with respect to any of the matters 
referred to in this Section. 






 
 
- 9 - 
 
(e)
 
The principal 
amount (except 
as otherwise 
contemplated in 
clause (x) 
of the 
proviso to the 
definition of “Outstanding”) 
and serial numbers 
of Securities held 
by any Person, 
and the date of holding the same, shall be proved by the Security 
Register. 
(f)
 
Any request, demand, authorization, direction, 
notice, consent, election, waiver or 
other Act of the Holder 
of any Security shall bind 
every future Holder of the 
same Security and the 
Holder of every Security issued upon the registration of transfer 
thereof or in exchange therefor or 
in lieu thereof 
in respect of 
anything done, omitted 
or suffered to 
be done by 
the Trustee 
or the 
Company in reliance thereon, whether or not notation of such action 
is made upon such Security. 
(g)
 
The Company may 
set a record 
date for purposes 
of determining the 
identity of 
Holders of any Securities of any series entitled to vote or consent to any action by vote or consent 
authorized or permitted by 
Section 512
 
or 
513
. Such record date shall be the later of 30 days prior 
to the 
first solicitation 
of such 
consent or 
the date 
of the 
most recent 
list of 
Holders of 
such 
Securities furnished to the Trustee pursuant to 
Section 701
 
prior to such solicitation. 
(h)
 
If  the 
Company  solicits 
from  Holders 
any  request, 
demand,  authorization, 
direction, notice, consent, 
waiver or other 
Act, the Company may, 
at its option, 
fix in advance 
a 
record date for the determination 
of Holders entitled to give such 
request, demand, authorization, 
direction, notice, consent, waiver or other Act, but the Company shall have no obligation to 
do so. 
If such a 
record date is 
fixed, such request, 
demand, authorization, 
direction, notice, consent, 
waiver 
or other Act 
may be given before 
or after such record 
date, but only the 
Holders of record at 
the 
close of business on the record date shall 
be deemed to be Holders for the purposes 
of determining 
whether Holders of 
the requisite proportion 
of the Outstanding 
Securities have authorized 
or agreed 
or consented to 
such request, demand, 
authorization, direction, notice, 
consent, waiver or 
other Act, 
and for that purpose the Outstanding Securities shall be computed as of the record 
date. 
Section 105.
 
Notices, Etc to Trustee 
and Company
. 
Except as otherwise provided herein, 
any 
request, demand, 
authorization, direction, 
notice, consent, 
election, waiver 
or Act 
of Holders 
or other 
document provided or permitted by this Indenture to be made upon, given 
or furnished to, or filed with, 
1.
 
the Trustee by any 
Holder or by the 
Company shall be sufficient for 
every purpose 
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust 
Office, Attention: Core Molding Technologies, Inc. Account Manager, or 
2.
 
the Company by the Trustee 
or by any Holder shall 
be sufficient for every purpose 
hereunder (unless otherwise herein 
expressly provided) if in 
writing and mailed, first-class 
postage 
prepaid, to the Company 
addressed to it 
at the address of 
its principal office specified 
in the first 
paragraph of this instrument or at any other address previously furnished in writing to 
the Trustee 
by the Company. 
Section 106.
 
Notice to Holders; Waiver. 

Except as otherwise expressly provided herein, 
where 
this Indenture 
provides for 
notice of 
any event 
or reports 
to Holders, 
such notice 
or report 
shall be 
sufficiently given 
if in 
writing and 
mailed, first- 
class postage 
prepaid, to 
each Holder 
of Registered 
Securities affected by such event, at 
the address of such Holder 
as it appears in the 
Security Register and to 
addresses filed 
with the 
Trustee or 
preserved on 
the Trustee’s 
list pursuant 
to 
Section 702(a)
 
for other 
Holders (and to such other 
addressees as may be required 
in the case of such 
notice or report under 
Section 
313(c)
 
of the 
Trust Indenture 
Act), not 
later than 
the latest 
date, and 
not earlier 
than the 
earliest date, 
prescribed for the giving of such notice or report. 






 
 
- 10 - 
 
In any case 
where notice to Holders 
is given by mail, 
neither the failure 
to mail such 
notice, nor 
any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with 
respect to other Holders. 
Where this Indenture provides for notice in any manner, 
such notice may be waived in writing by 
the Person entitled 
to receive such 
notice, either before 
or after the 
event, and such 
waiver shall be 
the 
equivalent of such notice. Waivers of notice by 
Holders shall be filed with 
the Trustee, but such filing shall 
not be a condition precedent to the validity of any action taken in 
reliance upon such waiver. 
Section 107.
 
Conflict With 
Trust Indenture 
Act. 

If any 
provision hereof 
limits, qualifies 
or 
conflicts with the duties imposed by operation of subsection (c) of 
Section 318
 
of the Trust Indenture Act, 
the imposed duties shall control. 
Section 108.
 
Effect of Headings and 
Table of Contents
. The Article 
and Section headings 
herein 
and the Table of Contents are for convenience only and shall not affect the construction hereof. 
Section 109.
 
Successors and 
Assigns
. All 
covenants and agreements 
in this 
Indenture by 
the 
Company shall bind its successors and assigns, whether so expressed 
or not. 
Section 110.
 
Separability Clause. 
In case any provision in this Indenture or 
in the Securities is 
invalid, illegal or unenforceable, the validity, 
legality and enforceability of the remaining provisions shall 
not in any way be affected or impaired thereby. 
Section 111.
 
Benefits of 
Indenture. 
Nothing in 
this Indenture 
or in 
the Securities, 
express or 
implied, shall 
give to 
any Person, 
other than 
the parties 
hereto (including any 
Paying Agent 
appointed 
pursuant to 
Section 1002
 
and Authenticating 
Agent appointed 
pursuant to 
Section 614
 
to the 
extent 
provided herein) and their 
successors hereunder and 
the Holders, any 
benefit or any legal 
or equitable right, 
remedy or claim under this Indenture. 
Section 112.
 
Governing Law. 

This Indenture 
and the 
Securities shall 
be governed 
by and 
construed in 
accordance with 
the laws 
of the 
State of 
New York 
without regard 
to conflicts 
of laws 
principles thereof. 
Section 113.
 
Waiver  of 
Jury  Trial. 

THE  COMPANY 
AND  THE  TRUSTEE 
HEREBY 
IRREVOCABLY WAIVE, 
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 
ANY 
AND ALL 
RIGHT TO 
TRIAL BY 
JURY IN 
ANY LEGAL 
PROCEEDING ARISING 
OUT OF 
OR 
RELATING    TO 
THIS    INDENTURE, 
THE    SECURITIES 
OR    THE 
TRANSACTIONS 
CONTEMPLATED HEREBY. 
Section 114.
 
Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date, 
Repayment Date or Stated Maturity of 
any Security is not a 
Business Day at any Place of 
Payment or the 
city in which 
the Corporate Trust Office 
of the Trustee is 
located, then (notwithstanding 
any other provision 
of this 
Indenture or 
of the 
Securities other 
than a 
provision in 
Securities of 
any series, 
or any 
Tranche 
thereof, or in the Board Resolution 
or Officer’s Certificate that establishes 
the terms of such Securities or 
Tranche, that specifically states that such 
provision shall apply in lieu of this Section) 
payment of interest 
or principal (and 
premium, if any) need 
not be made 
at such Place 
of Payment on such 
date, but may be 
made on the next 
succeeding Business Day at such 
Place of Payment with the 
same force and effect 
as if 
made on 
the Interest 
Payment Date 
or Redemption 
Date, Repayment 
Date, or 
at the 
Stated Maturity, 
provided
 
that no interest 
shall accrue with 
respect to such 
payment for the 
period from and 
after such Interest 
Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be. 






 

 
 
- 11 - 
 
Section 115.
 
Rules by Trustee 
and Agents. 

The Trustee may make 
reasonable rules for action 
by or at 
a meeting of 
Holders of one 
or more series. 
The Paying Agent 
or Security Registrar 
may make 
reasonable rules and set reasonable requirements for its functions. 
Section 116.
 
No  Recourse  Against 
Others. 

No  past,  present 
or  future  director, 
officer, 
stockholder or employee, as such, of 
the Company or any successor corporation 
shall have any liability for 
any obligation of the Company under the 
Securities or the Indenture or for 
any claim based on, in respect 
of or 
by reason 
of such 
obligations or 
their creation. 
Each Holder 
by accepting 
a Security 
waives and 
releases all 
such liability. 
The waiver 
and release are 
part of 
the consideration for 
the execution of 
this 
Indenture and the issue of the Securities. 

ARTICLE II 
 
SECURITY FORMS 
Section 201.
 
Forms Generally
. 
The Securities of each series shall 
be in substantially the form 
as shall be 
established by or 
pursuant to a 
Board Resolution or 
in one or 
more indentures supplemental 
hereto, in each 
case with such 
appropriate insertions, omissions, substitutions 
and other variations 
as are 
required or permitted by this 
Indenture and may have 
such letters, numbers or other 
marks of identification 
and such 
legends or 
endorsements placed 
thereon as 
may be 
required to 
comply with 
the rules 
of any 
securities exchange 
or as 
may, consistently 
herewith, be 
determined by 
the officers 
executing such 
Securities, as evidenced by their 
execution of the Securities. When 
the form of Securities 
of any series is 
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action 
shall be delivered to the Trustee at or prior to the delivery of the Company 
Order contemplated by 
Section 
303
 
for the authentication and delivery of such Securities. 
If required or 
appropriate under applicable law, 
Unregistered Securities must have 
the following 
statement on their face: “Any United States person who holds this obligation will be subject to limitations 
under the United States income tax laws, including 
the limitations provided in Sections 165(j) and 
1287(a) 
of the Internal Revenue 
Code”. If required or 
appropriate under applicable 
law, Unregistered Securities and 
their coupons must 
have the following 
statement on their 
face: “By accepting 
this obligation, the 
Holder 
represents and warrants 
that it is 
not a U.S. 
Person (other than 
an exempt recipient 
described in section 
6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that 
it is not acting for or on 
behalf of 
a U.S. 
Person (other than 
an exempt 
recipient described in 
section 6049(b)(4) of 
the Internal 
Revenue Code and the regulations thereunder).” 
The definitive 
Securities shall 
be produced 
in such 
manner or 
combination of 
manners, all 
as 
determined by the officers executing such Securities, as evidenced by their execution 
of such Securities. 
Section 202.
 
Form of 
Trustee’s 
Certificate of 
Authentication. 

The Trustee’s 
certificate of 
authentication shall be in substantially the following form: 
This is one 
of the Securities 
of the series 
designated herein, referred 
to in the 
within-mentioned 
Indenture. 
 
[________________________] 
as Trustee 
 
 
By 

 
Authorized Officer 
 






 
 
- 12 - 
 
 
 
ARTICLE III 
 
THE SECURITIES 
Section 301.
 
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 may 
be Registered 
Securities and 
Unregistered Securities within 
a series. 
Registered and Unregistered 
Securities may be 
in temporary 
or 
permanent global form. Unregistered Securities may 
be issued only to Holders or in markets 
outside of the 
United States. Unregistered 
Securities may be 
subject to such 
restrictions, and contain 
such legends, as 
may 
be required by United States laws and regulations. Subject to the last paragraph of this Section, there shall 
be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established 
in one or more indentures supplemental hereto, prior to the issuance of Securities 
of any series, 
1.
 
the title of the 
Securities of the series 
(which shall distinguish the 
Securities of the 
series from all other Securities); 
2.
 
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 registration of transfer 
of, or in exchange for, 
or in lieu of, 
other Securities of the 
series pursuant to 
Section 304, 305, 
306, 906, 1107 
or 1305
 
and except for 
any Securities that, 
pursuant to 
Section 303
, are deemed never to have been authenticated and delivered hereunder); 
3.
 
the price 
or prices 
(expressed as 
a percentage 
of the 
principal amount 
thereof) at 
which the securities will 
be issued and the 
date or dates on 
which the principal (and 
premium, if 
any) of the Securities of the series, or any Tranche thereof, is payable; 
4.
 
the date 
or dates 
on which 
the principal 
of the 
Securities of 
such series, 
or any 
Tranche thereof, is payable or any formula 
or other method or other means by which such date 
or 
dates shall be determined, 
by reference to an 
index or other fact 
or event ascertainable outside of 
this  Indenture  or  otherwise 
(without  regard  to  any  provisions 
for  redemption,  prepayment, 
acceleration, purchase or extension); 
5.
 
the rate or rates at which the Securities 
of such series, or any Tranche thereof, 
shall 
bear interest, if 
any (including the 
rate or rates 
at which overdue 
principal shall bear 
interest, if 
different from the rate or rates at which such Securities 
shall bear interest prior to Maturity, and, if 
applicable, the rate or rates 
at which overdue premium 
or interest shall bear interest, 
if any), or any 
formula or 
other method 
or other 
means by 
which such 
rate or 
rates shall 
be determined, 
by 
reference to an index or other 
fact or event ascertainable outside 
of this Indenture or otherwise; 
the 
date or 
dates from which 
such interest 
shall accrue; 
the Interest 
Payment Dates on 
which such 
interest shall 
be payable 
and the 
Regular Record 
Date, if 
any, for 
the interest 
payable on 
such 
Securities on any 
Interest Payment Date; 
the right of 
the Company, 
if any, 
to extend the 
interest 
payment periods and the duration of 
any such extension as contemplated by 
Section 312
; and the 
basis of computation of interest, if other than as provided in 
Section 310
; 
6.
 
the place or places where the principal of (and premium, if any) and interest, if any, 
on Securities of the 
series, or any Tranche 
thereof, shall be payable, 
any Registered Securities of 
the series, or any Tranche thereof, may be surrendered for 
registration of transfer, Securities of the 
series, or any Tranche thereof, 
may be surrendered for exchange, and where notices and 
demands 






 
 
- 13 - 
 
to or upon the Company in respect of the 
Securities of the series, or any Tranche thereof, 
and this 
Indenture may be 
served and notices 
to Holders pursuant 
to 
Section 10
6 will be 
published; the 
Security Registrar and any 
Paying Agent or Agents 
for such series or 
Tranche; and if 
such is the 
case, that the 
principal of such 
Securities shall be 
payable without presentment 
or surrender thereof; 
7.
 
if applicable, the period or periods 
within which, the price or 
prices at which and the 
terms and conditions 
upon which Securities 
of the series, 
or any Tranche thereof, 
may be redeemed, 
in whole or in part, at the option of the Company; 
8.
 
the obligation, if any, of the 
Company to redeem or 
purchase Securities of 
the series, 
or any Tranche 
thereof, pursuant to 
any sinking fund 
or analogous provisions 
and the period 
or 
periods within 
which, the 
price or 
prices at 
which and 
the terms 
and conditions 
upon which 
Securities of the 
series, or any 
Tranche thereof, shall be 
redeemed or purchased, 
in whole or 
in part, 
pursuant to such obligation; 
9.
 
the obligation, if any, 
of the Company to 
offer to repay or 
repurchase Securities of 
the series, or 
any Tranche 
thereof, in circumstances 
described therein, and 
the period or 
periods 
within which, the price 
or prices at which 
and the terms and 
conditions upon which Securities 
of 
the series, or any Tranche thereof, shall be repaid or repurchased, in whole or in part, at the option 
of the Holders; 
10.
 
the terms, if any, 
on which the Securities of such 
series will be subordinate in right 
and priority of payment to other debt of the Company; 
11.
 
the right, if any, of the Company to execute and deliver to the Trustee, 
and to direct 
the Trustee 
to authenticate and 
deliver in accordance 
with a 
Company Order, 
a Security of 
any 
series, or any 
Tranche thereof, in 
lieu of or 
in exchange for 
any Securities of 
such series, or 
any 
Tranche thereof, cancelled upon redemption or repayment; 
12.
 
the denominations in which any 
Registered Securities of the series, 
or any Tranche 
thereof, shall be issuable, if other than denominations of $1,000 and any 
integral multiple thereof; 
13.
 
if other 
than the 
principal amount thereof, 
the portion 
of the 
principal amount of 
Securities  of  the  series,  or  any  Tranche 
thereof,  that  shall  be  payable  upon  declaration 
of 
acceleration of the Maturity thereof pursuant to 
Section 502
; 
14.
 
whether  Securities  of 
the  series  are 
to  be 
issuable  as  Registered 
Securities, 
Unregistered Securities, or both, whether Securities of the series 
are to be issuable with or without 
coupons, whether any Securities of the series 
are to be issuable initially in temporary 
global form 
(and, if so, 
the identity of 
the depositary for 
such Securities) and the 
circumstances under which 
such Securities in temporary global form may be exchanged for definitive Securities, and whether 
any Securities of the series 
are to be issuable in 
permanent global form (and, if so, 
the identity of 
the depositary for such 
Securities) with or without coupons 
and, if so, whether 
beneficial owners 
of interests in any 
such permanent Global Security 
may exchange such interests 
for Securities of 
such series and of 
like tenor of any 
authorized form and 
denomination and the circumstances 
under 
which any such exchanges may occur, if other than in the manner provided in 
Section 311
; 
15.
 
whether and under what circumstances 
the Company will pay 
additional amounts on 
the Securities of that series held by a person who is 
not a U.S. Person in respect of taxes or similar 
charges withheld or deducted and, if 
so, whether the Company 
will have the option to redeem 
such 
Securities rather than pay such additional amounts; 






 
 
- 14 - 
 
16.
 
the currency or currencies, including composite 
currencies, in which payment of the 
principal of (and 
premium, if any) 
and interest, if 
any, on the Securities 
of the series, 
or any Tranche 
thereof, shall be 
payable (if other 
than the currency 
of the United 
States of America) 
and the formula 
or other method 
or other means 
by which the 
equivalent of any 
such amount in 
Dollars is to 
be 
determined for any purpose, including 
for the purpose of determining 
the principal amount of such 
Securities deemed to be Outstanding at any time; 
17.
 
if the principal 
of or premium, 
if any, 
or interest, if 
any, on 
the Securities of 
such 
series, or any 
Tranche thereof, are to 
be payable, at 
the election of 
the Company or 
a Holder thereof, 
in a coin or currency other than that in 
which the Securities are stated to be payable, the period or 
periods within which, and the terms and conditions upon which, such election 
may be made; 
18.
 
if the principal 
of or premium, 
if any, 
or interest, if 
any, on 
the Securities of 
such 
series, or any 
Tranche thereof, are to 
be payable, or 
are to be 
payable at the 
election of the 
Company 
or a Holder thereof, in securities or other property, the type and amount of such securities or other 
property, or the formula 
or other method 
or other means 
by which such 
amount shall be 
determined, 
and the period or 
periods within which, 
and the terms 
and conditions upon 
which, any such 
election 
may be made; 
19.
 
if the amount 
of payments of 
principal of (and 
premium, if any) 
or interest on 
the 
Securities of 
the series 
may be 
determined with 
reference to 
an index 
or other 
fact or 
event 
ascertainable outside of this Indenture, 
the manner in which 
such amounts shall be determined 
to 
the extent not established pursuant to paragraph (5) of this Section; 
20.
 
the form or 
forms of the 
Securities, including such 
legends as may 
be required by 
United States laws or 
regulations, the form of 
any coupons or temporary 
Global Security, 
if any, 
which may be issued and the 
forms of any certificates which may be 
required hereunder or under 
United States 
laws or 
regulations in connection 
with the offering, 
sale, delivery or 
exchange of 
Unregistered Securities, if any; 
21.
 
the Person 
to whom any 
interest on 
any Registered Security 
of the 
series, or 
any 
Tranche thereof, shall be payable, 
if other than the 
Person in whose 
name that Security 
is registered 
at the close of business on the Regular Record Date for such interest, and the manner in which, or 
the Person to 
whom, any interest 
on any Unregistered 
Security of the 
series, or any 
Tranche thereof, 
shall be payable, 
if otherwise than 
upon presentation and 
surrender of the 
coupons appertaining 
thereto as 
they severally 
mature, and 
the extent 
to which, 
or the 
manner in 
which, any interest 
payable on a temporary or permanent Global Security on an interest payment 
date will be paid; 
22.
 
any Events of Default, in addition to those specified in 
Section 501
, with respect to 
the Securities of such 
series, and any covenants of 
the Company for the benefit 
of the Holders of 
the Securities of such series, or any Tranche thereof, in addition to those set forth in 
Article X
; 
23.
 
the terms, if 
any, pursuant 
to which 
the Securities 
of such 
series, or any 
Tranche 
thereof, may be converted 
into or exchanged 
for shares of 
capital stock or 
other securities of 
the 
Company or any other Person; 
24.
 
the  obligations  or  instruments,  if  any, 
that  shall  be  considered  to  be  Eligible 
Obligations in respect 
of the Securities 
of such series, 
or any Tranche 
thereof, denominated in 
a 
currency other than Dollars 
or in a composite 
currency, and any additional or 
alternative provisions 
for the 
reinstatement of 
the Company’s 
indebtedness in 
respect of 
such Securities 
after the 
satisfaction and discharge thereof as provided in 
Section 401
; 






 
 
- 15 - 
 
25.
 
any exceptions to 
Section 113
, or variation in 
the definition of Business 
Day, with 
respect to the Securities of such series, or any Tranche thereof; 
26.
 
any collateral security, assurance or guarantee for the Securities of such series; 
27.
 
the non-applicability of 
Section 608
 
to the Securities 
of such series 
or any exceptions 
or modifications of 
Section 608
 
with respect to the Securities of such series; 
28.
 
any rights or duties 
of another Person 
to assume the 
obligations of the 
Company with 
respect to the Securities 
of such series 
(whether as joint obligor, 
primary obligor, secondary obligor 
or substitute obligor) and any rights or 
duties to discharge and release any 
obligor with respect to 
the Securities of such series or this Indenture to the extent related to 
such series; 
29.
 
if a 
service charge 
will be 
made for 
the registration 
of transfer 
or exchange 
of 
Securities of such series, or any Tranche thereof, the amount or terms thereof; and 
30.
 
any other 
terms, conditions 
and rights 
of the 
series (which 
terms, conditions 
and 
rights shall not be 
inconsistent with the 
provisions of this 
Indenture, except as 
permitted by 
Section 
901(5))
. 
All Securities of 
any one series 
and the coupons 
appertaining to any 
Unregistered Securities of 
such 
series shall be 
substantially identical except 
in the case 
of Registered Securities 
as to denomination 
and 
except as may 
otherwise be provided 
in or pursuant 
to such Board 
Resolution and set 
forth in such Officer’s 
Certificate or 
in any 
such indenture 
supplemental hereto 
and as 
reasonably acceptable 
to the 
Trustee. 
Securities of different series may differ in any respect. 
If the terms and form or forms of any series of 
Securities are established by or pursuant to a 
Board 
Resolution, the Company 
shall deliver a 
copy of such 
Board Resolution to 
the Trustee 
at or prior 
to the 
issuance of such series; 
provided that if such Board 
Resolution authorizes a specific officer 
or officers to 
approve the terms or form or forms of the Securities, a certificate of such 
officer or officers approving the 
terms and form 
or forms of 
Security. Such 
Board Resolution or certificate 
may provide general terms 
or 
parameters for Securities of any series and may provide that the specific terms of particular Securities of a 
series may be determined in accordance with or pursuant to the 
Company Order referred to in 
Section 30
3 
hereof. 
With respect 
to Securities of 
a series subject 
to a Periodic 
Offering, the 
indenture supplemental 
hereto or the 
Board Resolution that 
establishes such series, 
or the Officer’s 
Certificate pursuant to 
such 
supplemental indenture or Board Resolution, as the case may 
be, may provide general terms or parameters 
for Securities of such 
series and provide either 
that the specific terms 
of Securities of such 
series, or any 
Tranche thereof, 
shall be 
specified in 
a Company 
Order or 
that such 
terms shall 
be determined 
by the 
Company or its 
agents in accordance with 
procedures specified in a 
Company Order as 
contemplated by 
the third paragraph of 
Section 303
. 
Unless otherwise specified with 
respect to a series 
of Securities pursuant to 
paragraph (2) of this 
Section, any limit upon the aggregate 
principal amount of a series of 
Securities may be increased without 
the consent of any Holders and additional Securities of such 
series may be authenticated and delivered up 
to the limit upon the aggregate principal amount authorized with respect to 
such series as so increased. 
Section 302.
 
Denominations. 

The Securities 
of each 
series shall 
be issuable 
in registered 
or 
unregistered form with or without coupons in such 
denominations as shall be specified as contemplated 
by 
Section 301
. In 
the absence 
of any 
such provisions 
with respect 
to the 
Securities of 
any series, 
the 
Registered Securities of such series shall be issuable in denominations of $1,000 and any integral multiple 






 
 
- 16 - 
 
thereof and the Unregistered Securities of the 
series shall be issuable in denominations of 
$5,000 and any 
integral multiple thereof. 
Section 303.
 
Execution, Authentication, Delivery and Dating. 

The Securities shall be executed 
on behalf 
of the 
Company by its 
Chairman of the 
Board and Chief 
Executive Officer, 
its President, its 
Senior Vice 
President, Finance, or 
its Treasurer. 
The signature of 
any of these 
officers on the 
Securities 
may be 
manual or 
facsimile. The 
coupons, if 
any, of 
Unregistered Securities 
shall bear 
the manual 
or 
facsimile signature of 
any one of 
the officers or 
assistant officers referred 
to in the 
first sentence of 
this 
Section. 
Securities bearing the 
manual or facsimile 
signatures of individuals 
who were at 
any time the 
proper 
officers of the Company 
shall bind the Company, 
notwithstanding that such 
individuals or any 
of them have 
ceased to hold such offices prior to the 
authentication and delivery of such Securities or did not hold such 
offices at the date of such Securities. 
The Trustee shall 
at any time, and 
from time to time, 
authenticate Securities for original 
issue in 
the principal amount 
provided in a 
resolution of the 
Board of Directors, 
supplemental indenture or 
Officer’s 
Certificate, upon receipt 
by the Trustee 
of a Company 
Order. The 
Company Order may 
provide that the 
Securities that are the subject thereof shall 
be authenticated and delivered by the Trustee 
upon the written 
order of Persons 
designated in the 
Company Order, 
and that such 
Persons are authorized 
to specify the 
terms and 
conditions of 
such Securities, 
to the 
extent permitted 
by the 
Board Resolutions, 
Officers’ 
Certificate and/or supplemental indenture (if any) relating 
thereto. 
In authenticating such Securities, and accepting 
the additional responsibilities under this Indenture 
in relation to such Securities, the Trustee shall 
be entitled to receive, and (subject to 
Section 601
) shall be 
fully protected in relying upon, an Opinion of Counsel stating: 
(a)
 
that such form 
of Securities has been 
established in conformity 
with the provisions 
of this Indenture; 
(b)
 
that such 
terms have been 
established in 
conformity with the 
provisions of this 
Indenture; and 
(c)
 
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, subject 
to bankruptcy, 
insolvency, reorganization 
and other 
laws of 
general 
applicability relating to or affecting creditors’ rights generally and to general equity 
principles. 
Each Registered 
Security shall 
be dated 
the date 
of its 
authentication and 
each Unregistered 
Security shall be dated the date of its original issuance. 
No Security shall be 
entitled to any benefit 
under this Indenture or 
be valid or obligatory 
for any 
purpose unless 
there appears 
on such 
Security a 
certificate of 
authentication substantially 
in the 
form 
provided for herein 
executed by the 
Trustee by 
manual signature and 
no coupon shall 
be valid until 
the 
Security to which it 
appertains has been so 
authenticated, and such certificate 
upon any Security shall 
be 
conclusive evidence, and the only 
evidence, that such Security has 
been duly authenticated and delivered 
hereunder and is entitled to the benefits of this Indenture. 
Notwithstanding the 
foregoing, until 
the Company has 
delivered an 
Officer’s Certificate 
to the 
Trustee and the Security Registrar stating that, as a 
result of the action described, the Company would not 
suffer adverse consequences under the 
provisions of United States law 
or regulations in effect at 
the time 
of the delivery of 
Unregistered Securities, the Trustee 
or the Security Registrar 
will (i) deliver Unregistered 
Securities only 
outside the 
United States 
and its 
possessions and 
(ii) release 
Unregistered Securities in 






 
 
- 17 - 
 
definitive form to the person entitled to physical delivery thereof only upon presentation of a certificate in 
the form prescribed by the Company. 
Section 304.
 
Temporary Securities. 

Pending the preparation of definitive 
Registered Securities 
of any 
series (including 
Global Securities), 
the Company 
may execute, 
and upon 
Company Order 
the 
Trustee shall 
authenticate and deliver, 
temporary Registered Securities 
which are 
printed, lithographed, 
typewritten, mimeographed or 
otherwise produced, in 
any authorized denomination, 
substantially of the 
tenor of 
the definitive 
Registered Securities in 
lieu of 
which they 
are issued 
and with 
such appropriate 
insertions, omissions, 
substitutions and 
other variations 
as the 
officers executing 
such Securities 
may 
determine, as evidenced by 
their execution of such 
Securities. Every temporary Registered Security 
shall 
be executed by 
the Company and 
authenticated by the 
Trustee, and 
registered by the 
Security Registrar, 
upon the same conditions, and with like effect, as a definitive Registered Security. 
If temporary 
Securities of 
any series 
are issued, 
the Company 
will cause 
definitive Registered 
Securities of 
that series 
to be 
prepared without 
unreasonable delay. 
After the 
preparation of 
definitive 
Registered  Securities  of 
such  series, 
the  temporary  Registered 
Securities  of  such 
series  shall 
be 
exchangeable for definitive 
Registered Securities of 
such series upon 
surrender of the 
temporary Registered 
Securities of 
such series 
at the 
office or 
agency of 
the Company in 
a Place 
of Payment 
for that 
series, 
without charge to 
the Holder. 
Upon surrender for 
cancellation of any 
one or more 
temporary Registered 
Securities of 
any series 
the Company 
shall execute 
and the 
Trustee shall 
authenticate and 
deliver in 
exchange therefor 
a  like  principal amount 
of  definitive  Registered  Securities  of  the  same  series  of 
authorized denominations. Until so 
exchanged the temporary 
Registered Securities of any 
series shall in all 
respects be entitled 
to the same 
benefits under this 
Indenture as definitive 
Registered Securities of 
such 
series. 
Until definitive Unregistered 
Securities of any 
series (including Global 
Securities) are ready 
for 
delivery, the Company may prepare and execute and the Trustee 
shall authenticate one or more temporary 
Unregistered Securities, which 
may have coupons 
attached or which 
may be in 
the form of 
one or more 
temporary Global 
Unregistered Securities 
of that 
series without 
coupons. The 
temporary Unregistered 
Security or Securities of 
any series shall be 
substantially in the form 
approved by or pursuant 
to a Board 
Resolution and shall 
be delivered to 
one of the 
Paying Agents located 
outside the United 
States and its 
possessions or to such other person or persons as 
the Company shall direct against such certification 
as the 
Company  may  from  time  to  time  prescribe  by  or 
pursuant  to  a  Board  Resolution.  The  temporary 
Unregistered Security or Securities of a series shall be executed by the Company and authenticated by the 
Trustee upon the same conditions, and with 
like effect, as a definitive Unregistered 
Security of such series, 
except as 
provided herein 
or in 
the Board 
Resolution or 
supplemental Indenture 
relating thereto. 
A 
temporary Unregistered Security or Securities shall be exchangeable for definitive Unregistered 
Securities 
at the time and on the conditions, if any, specified in the temporary Security. 
Upon any 
exchange of 
a part 
of a 
temporary Unregistered 
Security of 
a series 
for definitive 
Unregistered Securities of 
such series, the 
temporary Unregistered Security 
shall be endorsed 
by the Trustee 
or Paying 
Agent to 
reflect the 
reduction of 
its principal 
amount by 
an amount 
equal to 
the aggregate 
principal amount of the definitive Unregistered Securities of such series 
so exchanged and endorsed. 
Section 305.
 
Registration, Registration of 
Transfer and Exchange. 

The Company shall 
cause 
to be kept at the Corporate Trust Office of the Trustee a register (the register 
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 “Security Register”) in which, subject to such reasonable 
regulations as it may prescribe, 
the Company shall provide 
for the registration of 
Securities and of transfers 
of Securities. The Trustee 
is 
hereby appointed “Security Registrar” for 
the purpose of registering Securities 
and transfers of Securities 
as herein provided. 






 
 
- 18 - 
 
Except in 
the case 
of Securities 
issued in 
the form 
of a 
Global Security, 
upon surrender 
for 
registration of transfer of any Registered 
Security of any series at the office 
or agency of the Company 
in a 
Place of Payment for that 
series, the Company 
shall execute, and the Trustee shall authenticate 
and deliver, 
in the name of the designated transferee or transferees, one or more new Registered Securities of the same 
series, of any authorized denominations and of a like aggregate 
principal amount. 
If both Registered 
and Unregistered Securities 
are authorized for 
a series of 
Securities and the 
terms 
of such Securities permit, 
(i) Unregistered Securities may be 
exchanged for an equal 
principal amount of 
Registered  or  Unregistered 
Securities  of  the 
same  series  and 
date  of  maturity 
in  any  authorized 
denominations upon 
delivery to 
the Security 
Registrar (or 
a Paying 
Agent (as 
herein defined), 
if the 
exchange is for Unregistered 
Securities) of the Unregistered 
Security with all unmatured coupons 
and all 
matured coupons in default appertaining thereto and if all other 
requirements of the Security Registrar (or 
such Paying Agent) 
and such Securities 
for such exchange 
are met, and 
(ii) Registered Securities, 
other 
than Securities 
issued in 
the form 
of a 
Global Security 
(except as 
provided in 
Section 311
), may 
be 
exchanged for an equal principal 
amount of Unregistered Securities 
of the same series and 
date of maturity 
in any 
authorized denominations (except 
that any coupons 
appertaining to such 
Unregistered Securities 
which have matured and 
have been paid shall 
be detached) upon delivery to 
the Security Registrar of the 
Registered Securities and 
if all other 
requirements of the 
Security Registrar and 
such Securities for 
such 
exchange are met. 
Notwithstanding the foregoing, the exchange 
of Unregistered Securities for Registered 
Securities 
or Registered Securities for Unregistered 
Securities will be subject to 
the satisfaction of the provisions 
of 
United States law 
and regulations in 
effect at the 
time of such 
exchange, and no 
exchange of Registered 
Securities for 
Unregistered Securities 
will be 
made until 
the Company 
has notified 
the Trustee 
in an 
Officer’s Certificate and the Security Registrar that, as a result of 
such exchange, the Company would not 
suffer adverse consequences under such law or regulations. 
All Securities issued upon any registration 
of transfer or exchange of 
Securities shall be the valid 
obligations of 
the Company, 
evidencing the 
same debt, 
and entitled 
to the 
same benefits 
under this 
Indenture, as the Securities surrendered upon such registration of transfer 
or exchange. 
Every Security 
presented or 
surrendered for 
registration of 
transfer or 
for exchange shall 
(if so 
required by the Company or the 
Trustee) be duly endorsed, or 
be accompanied by a written instrument of 
transfer in form 
satisfactory to the Company 
and the Security 
Registrar duly executed 
by the Holder thereof 
or his attorney duly authorized in writing. 
Unless otherwise provided 
in a Board 
Resolution or an 
Officer’s Certificate pursuant 
to a Board 
Resolution, or in an indenture supplemental 
hereto, with respect to Securities of any 
series, or any Tranche 
thereof, no 
service charge 
shall be 
made to 
the Holder 
for any 
registration of 
transfer or 
exchange of 
Securities, but the 
Company may 
require payment of 
a sum sufficient 
to cover any 
tax or other 
governmental 
charge that may be imposed in connection 
with any registration of transfer 
or exchange of Securities, other 
than exchanges pursuant to 
Section 304, 906
 
or 
1106
 
not involving any transfer. 
The Company shall 
not be required (i) 
to issue, register 
the transfer of 
or exchange Securities of 
any series during a period beginning at the opening of 
business 15 days before the day of the mailing of 
a 
notice of redemption of Securities of that series selected for redemption under 
Section 1103
 
and ending at 
the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security 
so selected 
for redemption 
in whole 
or in 
part, except 
the unredeemed 
portion of 
any Security 
being 
redeemed in 
part. Unregistered 
Securities or 
any coupons 
appertaining thereto 
shall be 
transferable by 
delivery thereof. 
Section 306.
 
Mutilated, Destroyed, Lost 
and Stolen Securities. 

If any mutilated 
Security or a 
Security with a mutilated coupon or coupons appertaining to it is surrendered to the 
Trustee, the Company 
shall execute and the Trustee shall authenticate and deliver in exchange therefor a replacement Registered 






 
 
- 19 - 
 
Security, if 
such surrendered security 
was a Registered 
Security, or 
a replacement Unregistered 
Security 
with coupons corresponding to 
the coupons appertaining to 
the surrendered Security, 
if such surrendered 
Security was an 
Unregistered Security, of the 
same series and 
of like tenor 
and principal amount 
and bearing 
a number not contemporaneously outstanding. 
If there shall be delivered 
to the Company and the 
Trustee (i) evidence to 
their satisfaction of the 
destruction, loss or theft of 
any Security or any 
coupon or coupons appertaining 
thereto, and (ii) such bond, 
security or indemnity 
as may be 
required by them 
to save each 
of them and 
any agent of 
either of them 
harmless, then, in 
the absence of 
actual notice to 
the Company or 
the Trustee 
that such Security 
or any 
coupon or coupons 
appertaining thereto has 
been acquired by 
a bona fide 
purchaser, the 
Company shall 
execute and 
upon a 
Company Order 
request the 
Trustee shall 
authenticate and 
deliver, a 
replacement 
Registered Security, if such Holder’s 
claim pertains to 
a Registered Security, or 
a replacement Unregistered 
Security  with  coupons  corresponding 
to  the  coupons 
appertaining  to  the  destroyed, 
lost  or  stolen 
Unregistered Security 
or the 
Unregistered Security 
to which 
such destroyed, 
lost or 
stolen coupon 
or 
coupons appertains, if such Holder’s claim pertains 
to an Unregistered Security, 
of the same series and of 
like tenor and principal amount and bearing a number not contemporaneously 
outstanding. 
In case any 
such mutilated, destroyed, 
lost or stolen 
Security or any 
coupon or coupons 
appertaining 
thereto has become or is 
about to become due and payable, 
the Company in its discretion may, 
instead of 
issuing a new Security, pay such Security or any coupon or coupons appertaining thereto. 
Upon the issuance of any new Security under 
this Section or any coupon or coupons appertaining 
thereto, the Company may require the payment of a sum sufficient to cover any tax or other governmental 
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of 
the Trustee) connected therewith. 
Every new Security or any 
coupon or coupons appertaining 
thereto of any series issued 
pursuant to 
this Section in lieu of any destroyed, lost or stolen Security 
or any coupon or coupons appertaining thereto 
shall constitute an original additional 
contractual obligation of the Company, whether or not the 
destroyed, 
lost or stolen Security or 
any coupon or coupons 
appertaining thereto is 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 or any coupon or coupons appertaining thereto of that series duly 
issued hereunder. 
The provisions of this 
Section are exclusive 
and shall preclude (to 
the extent lawful) all 
other rights 
and remedies with respect to the replacement 
or payment of mutilated, destroyed, lost or stolen 
Securities 
or any coupon or coupons appertaining thereto. 
Section 307.
 
Payment of 
Interest; Interest 
Rights Preserved. 

Unless otherwise 
provided as 
contemplated by Section 301 
with respect to the 
Securities of any series, 
or any Tranche 
thereof, interest 
on any 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 that 
Registered Security 
(or one 
or more 
Predecessor Securities) is registered at the close of business on 
the Regular Record Date for such interest. 
In case an Unregistered Security of any series 
is surrendered in exchange for a Registered Security 
of such 
series after the 
close of business 
(at an office 
or agency of 
the Company in 
a Place of 
Payment for such 
series) on any Regular 
Record Date and before 
the opening of 
business (at such office 
or agency) on the 
next succeeding Interest 
Payment Date, such 
Unregistered Security 
shall be surrendered 
without the coupon 
relating to such 
Interest Payment Date and 
interest will not 
be payable on 
such Interest Payment Date 
in 
respect of the Registered 
Security issued in exchange for 
such Unregistered Security, 
but will be payable 
only to the Holder of such coupon when due in accordance with provisions 
of this Indenture. 
Any interest on any Registered Security of any series that is payable, but is not punctually paid or 
duly provided for, on any 
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease 
to be payable to the Holder 
on the relevant Regular Record 
Date by virtue of having 
been such Holder, and 






 
 
- 20 - 
 
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) 
or (2) below: 
1.
 
The Company may elect to 
make payment of any 
Defaulted Interest to the 
Persons 
in whose names the 
Registered Securities of 
such series (or their 
respective Predecessor Securities) 
are registered at the close of business on a Special Record Date for the payment of such Defaulted 
Interest, which shall 
be fixed in 
the following manner. 
The Company shall 
notify the Trustee 
in 
writing of the 
amount of Defaulted 
Interest proposed to 
be paid on each 
Registered Security of 
such 
series and the date of the proposed payment, and at the same time the Company shall deposit with 
the Trustee an 
amount of money equal to 
the aggregate amount proposed to 
be paid in respect 
of 
such Defaulted Interest 
or shall make 
arrangements satisfactory to 
the Trustee for such 
deposit prior 
to the date of the proposed payment, such money when 
deposited to be held in trust for the benefit 
of the 
Persons entitled 
to such 
Defaulted Interest 
as in 
this clause 
provided. Thereupon 
the 
Company shall fix a 
Special Record Date for 
the payment of such 
Defaulted Interest which shall 
be not more than 15 days and 
not less than 10 days prior to 
the date of the proposed payment and 
not less than 
10 days after 
the receipt by 
the Trustee of 
the notice of the 
proposed payment. The 
Company 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 sent electronically 
or mailed, first-class 
postage prepaid, 
to each Holder of Registered Securities 
of such series at the address 
of such Holder as it appears 
in 
the Security 
Register, not 
less than 
10 days 
prior to 
such Special 
Record Date. 
Notice of 
the 
proposed payment of such Defaulted Interest and the Special Record Date therefor 
having been so 
sent, such Defaulted Interest shall be paid 
to the Persons in whose names the 
Registered Securities 
of such series (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 (2). 
In 
case an Unregistered Security of any series is surrendered at the 
office or agency of the Company 
in a Place of Payment for such series in exchange for a Registered Security 
of such series after the 
close of business at 
such office or 
agency on any Special 
Record Date and before the 
opening of 
business at such office 
or agency on the 
related proposed date for 
payment of Defaulted Interest, 
such Unregistered Security shall be surrendered without 
the coupon relating to such proposed date 
of payment and Defaulted Interest 
will not be payable on 
such proposed date of payment 
in respect 
of the Registered Security issued in 
exchange for such Unregistered Security, 
but will be payable 
only to the Holder of such coupon when due in accordance with the 
provisions of this Indenture. 
2.
 
The Company 
may make 
payment of 
any Defaulted 
Interest on 
the Registered 
Securities of any series 
in any other lawful 
manner not inconsistent with 
the requirements of any 
securities exchange 
on which 
such Securities 
may be 
listed, and 
upon such 
notice as 
may be 
required by such 
exchange, if, after notice 
given by the Company 
to the Trustee 
of the proposed 
payment pursuant 
to this 
clause, such 
manner of 
payment shall 
be deemed 
practicable by 
the 
Trustee. 
Subject to the foregoing 
provisions of this Section, 
each Registered Security delivered under 
this 
Indenture upon registration 
of transfer of or 
in exchange for or 
in lieu of any 
other Registered Security shall 
carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Registered 
Security. 
Subject to the 
limitations set forth 
in 
Section 1002
, the Holder of 
any coupon appertaining to 
an 
Unregistered Security shall 
be entitled to receive 
the interest payable 
on such coupon 
upon presentation and 
surrender of 
such coupon 
on or 
after the 
Interest Payment Date 
of such 
coupon at 
an office 
or agency 
maintained for such purpose pursuant to 
Section 1002
. 






 
 
- 21 - 
 
Section 308.
 
Persons Deemed Owners. 

Prior to due 
presentment of a Registered 
Security for 
registration of transfer, the 
Company, the Trustee 
and any agent of the Company or 
the Trustee may treat 
the Person in whose name such Registered Security is registered as the owner of such Registered Security 
for the purpose of receiving payment 
of principal of (and premium, 
if any) and (subject to 
Section 301 
and 
Section 307
) 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. 
Ownership of 
Registered Securities of 
a series 
shall be 
proved by the 
computerized book-entry 
system of 
the Depository 
in the 
case of 
Registered Securities issued 
in the 
form of 
a Global 
Security. 
Ownership of Unregistered Securities may be proved by the production of such Unregistered Securities or 
by a certificate or affidavit executed by the person holding 
such Unregistered Securities or by a depository 
with whom such Unregistered Securities were deposited, if the certificate or affidavit is satisfactory to 
the 
Trustee and the Company. 
The Company, the Trustee 
and any agent of the Company may treat 
the bearer 
of any Unregistered Security or coupon 
and the person in whose 
name a Registered Security is registered 
as the absolute owner thereof for all purposes. 
None of 
the Company, 
the Trustee, 
any Paying 
Agent or 
the Security 
Registrar will 
have any 
responsibility or liability 
for any aspect 
of the records 
relating to or 
payments made on 
account of beneficial 
ownership interests of a Global Security or for 
maintaining, supervising or reviewing any records relating 
to such beneficial ownership interests. 
Section 309.
 
Cancellation. 

Except as otherwise specified as 
contemplated by 
Section 301
 
for 
Securities of any 
series, all Securities 
and coupons surrendered 
for payment, redemption, 
registration of 
transfer or exchange 
or for credit 
against any sinking 
fund payment shall, 
if surrendered to 
any Person other 
than the Trustee, be 
delivered to the Trustee and, 
if not theretofore cancelled, shall be promptly 
cancelled 
by it. 
The Trustee 
and no 
one else 
shall cancel 
all Securities 
surrendered for 
registration of 
transfer, 
exchange, payment 
or cancellation 
and deliver 
a certificate 
of such 
cancellation to 
the Company 
upon 
request. The Trustee shall retain all canceled 
Securities in accordance with its 
standard procedures (subject 
to the record retention requirements of the 
Exchange Act). Except as otherwise specified as 
contemplated 
by 
Section 301
 
for Securities 
of any 
series, the 
Company may 
at any 
time deliver 
to the 
Trustee for 
cancellation any Securities or coupons 
previously authenticated and delivered 
hereunder that the Company 
may have acquired 
in any manner 
whatsoever or that 
the Company has 
not issued and 
sold, and all 
Securities 
or coupons so delivered shall 
be promptly cancelled by 
the 
Trustee. No Securities shall be authenticated 
in 
lieu of 
or in 
exchange for 
any Securities 
or coupons 
cancelled as 
provided in 
this Section, 
except as 
expressly permitted by this Indenture. 
Section 310.
 
Computation  of  Interest. 

Except  as  otherwise  specified  as  contemplated  by 
Section 301
 
for Securities of any series, interest on 
the Securities of each series shall 
be computed on the 
basis of a year of twelve 30-day months. 
Section 311.
 
Global  Securities;  Exchanges;  Registration  and  Registration 
of  Transfer. 

If 
specified as contemplated by 
Section 301
, the Securities may be issued in the form of one or more Global 
Securities, which shall 
be deposited with 
the Depository, 
and, unless otherwise 
specified in the 
form of 
Global Security adopted pursuant to 
Section 301
, be registered in the name of the Depository’s nominee. 
Except as 
otherwise specified as 
contemplated by 
Section 301
, any 
permanent Global 
Security 
shall be exchangeable 
only as provided 
in this paragraph. 
If the beneficial 
owners of interests 
in a permanent 
Global Security 
are entitled 
to exchange 
such interests 
for Securities 
of such 
series of 
like tenor 
and 
principal amount of 
another authorized form, 
as specified as 
contemplated by 
Section 301
, then without 
unnecessary delay 
but in 
any event 
not later 
than the 
earliest date 
on which 
such interests 
may be 
so 
exchanged, the 
Company shall 
deliver to 
the Trustee 
definitive Securities 
of that 
series in 
aggregate 






 
 
- 22 - 
 
principal amount 
equal to 
the principal 
amount of 
such permanent 
Global Security, 
executed by 
the 
Company. On or after 
the earliest date 
on which such 
interests may 
be so exchanged, 
such permanent Global 
Security shall be surrendered 
from time to time 
in accordance with instructions 
given to the Trustee and 
the 
Depository (which instructions 
shall be in 
writing but need 
not comply with 
Section 102
 
or be accompanied 
by an Opinion of Counsel) 
by the Depository or such 
other depository as shall 
be specified in the 
Company 
Order with respect 
thereto to the 
Trustee, as the 
Company’s agent for 
such purpose, to 
be exchanged, in 
whole or in 
part, for definitive 
Securities of the 
same series without 
charge and the 
Trustee shall authenticate 
and deliver, 
in exchange for 
each portion of 
such permanent Global 
Security, a 
like aggregate principal 
amount of 
definitive Securities of 
the same 
series of 
authorized denominations and 
of like 
tenor as 
the 
portion of such permanent 
Global Security to be 
exchanged which, unless the 
Securities of the series 
are 
not issuable both as Unregistered Securities 
and as Registered Securities, as specified 
as contemplated by 
Section 301
, shall be in 
the form of Unregistered 
Securities or Registered Securities, or 
any combination 
thereof, as shall be 
specified by the beneficial 
owner thereof; provided, however, 
that no such exchanges 
may occur during 
the periods specified 
by 
Section 305
; and provided, 
further, that no Unregistered 
Security 
delivered in exchange for a portion of a permanent Global Security shall be mailed or 
otherwise delivered 
to any location in the 
United States unless the Company 
has complied with the fourth paragraph 
of 
Section 
305
. Promptly following any such exchange 
in part, such permanent Global 
Security shall be returned by 
the Trustee, to the 
Depository or such 
other depository referred 
to above, in 
accordance with the 
instructions 
of the Company referred to above. 
The Global Security 
may be transferred 
to another nominee 
of the Depository, 
or to a 
successor 
Depository selected by the Company, and upon surrender for 
registration of transfer of the Global 
Security 
to the Trustee, 
the Company shall execute, 
and the Trustee 
shall authenticate and deliver, 
in the name of 
the designated transferee, a new Global Security 
in the same aggregate principal amount. 
If at any time the 
Depository notifies the Company that 
it is unwilling or 
unable to continue as 
Depository and a successor 
Depository satisfactory to the Company is 
not appointed within 90 
days after the Company receives 
such 
notice, the Company will execute, and the Trustee upon receipt of a Company Order will authenticate and 
deliver, Securities in definitive form to 
the Depository in exchange for the Global Security. 
In addition, if 
at any 
time the Company 
determines that it 
is not in 
the best 
interest of the 
Company or the 
beneficial 
owners of 
Securities to 
continue to 
have a 
Global Security 
representing all 
of the 
Securities held 
by a 
Depository, the 
Company may, 
at its 
option, execute, 
and the 
Trustee will 
authenticate and 
deliver, 
Securities in 
definitive form 
to the 
Depository in 
exchange for 
all or 
a portion 
of the 
Global Security. 
Promptly after any such exchange 
of Securities in definitive 
form for all or a portion 
of the Global Security 
pursuant to this 
paragraph, the Company shall 
promulgate regulations governing registration 
of transfers 
and exchanges of 
Securities in definitive 
form, which regulations 
shall be reasonably 
satisfactory to the 
Trustee and shall thereafter bind every Holder of such Securities. 
Section 312.
 
Extension of Interest Payment. 

The Company shall have the right at any 
time, so 
long as the Company is not in default 
in the payment of interest on the Securities of 
any series hereunder, 
to extend interest payment periods 
on all Securities of one 
or more series, if so 
specified as contemplated 
by 
Section 301
 
with respect to such 
Securities and upon such terms 
as may be specified 
as contemplated 
by 
Section 301
 
with respect to such Securities. If the Company ever so extends any such interest payment 
period, the Company shall promptly notify the Trustee in writing. 
Section 313.
 
CUSIP Numbers and ISINs
. 
The Company in issuing 
any Series of Securities 
may 
use “CUSIP” numbers 
and ISINs (if 
then generally in 
use) and, if 
so, the Trustee 
shall use “CUSIP” 
numbers 
and ISINs in notices as 
a convenience to Holders; provided, 
however, 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 (including a 
notice of redemption 
or exchange) and 
that reliance may 
be placed 
only on 
the other 
identification numbers 
printed on 
the Securities, 
and any 
such notice 
or notice 
of 
redemption or exchange shall not be affected by 
any defect in or omission
 
of such numbers. The Company 






 
 
- 23 - 
 
shall promptly 
notify the 
Trustee in 
writing of 
any change 
in the 
CUSIP and/or 
ISIN or 
other similar 
number. 
ARTICLE IV 
 
SATISFACTION 
AND DISCHARGE 
Section 401.
 
Satisfaction and Discharge of Indenture.
 
(a)
 
This Indenture shall upon Company Request 
cease to be of 
further effect (except 
as to 
any surviving 
rights of 
registration of 
transfer or 
exchange of 
Securities herein 
expressly 
provided for), and 
the Trustee, 
at the expense 
of the Company, 
shall execute proper 
instruments 
acknowledging satisfaction and discharge of this Indenture, when either 
(i)
 
all  Securities  theretofore 
authenticated  and  delivered 
(other  than  (i) 
Securities which have been destroyed, lost or 
stolen and which have been replaced or 
paid 
as provided in 
Section 306
 
and (ii) Securities 
that are deemed 
paid and discharged 
pursuant 
to 
Section 403
) have been delivered to the Trustee for cancellation; or 
(ii)
 
all such Securities not theretofore 
delivered to the Trustee for cancellation 
(1)
 
have become due and payable, or 
(2)
 
will become due and 
payable at their Stated 
Maturity within one 
year, or 
(3)
 
are to be 
called for redemption 
pursuant to Article 
XI hereof under 
arrangements satisfactory to the Trustee for the giving of notice of redemption by 
the Trustee in the name, and at the expense, of the Company, or 
(4)
 
are deemed 
paid and 
discharged pursuant 
to 
Section 403
, as 
applicable, 
and the Company, in the case of clause (i), (ii) or 
(iii) above, has deposited or caused 
to be 
deposited with the Trustee as trust 
funds in trust for such 
purpose an amount of (a) 
money, 
or (b) 
(I) Eligible 
Obligations which 
through the 
payment of 
interest and 
principal in 
respect thereof in accordance 
with their terms 
will provide on or 
before the Stated 
Maturity 
or Redemption Date, 
as the case 
may be, money 
in an amount, 
or (II) a 
combination of 
money or Eligible Obligations 
as provided in clause 
(I) above, in each 
case sufficient, in 
the opinion 
of a 
nationally recognized firm 
of independent 
certified public 
accountants 
expressed in a written 
certification thereof delivered to the 
Trustee, to pay 
and discharge 
the entire 
indebtedness on 
such Securities 
not theretofore 
delivered to 
the Trustee 
for 
cancellation, for principal 
(and premium, if 
any) and interest, 
if any, 
to the date 
of such 
deposit (in 
the case 
of Securities 
that have 
become due 
and payable) 
or to 
the Stated 
Maturity or Redemption Date, as the case may be; 
(iii)
 
The Company 
has paid 
or caused 
to be 
paid all 
other sums 
payable 
hereunder by the Company; and 
(iv)
 
upon satisfaction 
of the 
conditions set 
forth herein 
and upon 
written 
request of 
the Company 
accompanied by 
an Officers’ 
Certificate and 
an Opinion 
of 






 
 
- 24 - 
 
Counsel complying 
with 
Section 1.02
, the 
Trustee shall 
acknowledge in 
writing the 
discharge the Company’s obligations under 
the Securities of such 
Series and this Indenture 
other than the surviving obligations. 
Notwithstanding the satisfaction and 
discharge of this 
Indenture, the obligations of 
the Company 
to the Trustee under 
Section 607
, the obligations of the 
Trustee to any Authenticating Agent 
under 
Section 
614
 
and, if money or Eligible Obligations have been deposited with the 
Trustee pursuant to subclause (B) 
of clause (1) of this Section or if money 
or Eligible Obligations shall have been deposited with or received 
by the 
Trustee pursuant 
to 
Section 403
, the 
obligations of 
the Trustee 
under 
Section 402
 
and the 
last 
paragraph of 
Section 1003
 
shall survive. 
(b)
 
Upon satisfaction and discharge of this Indenture as provided in this 
Section 401
, 
the Trustee 
shall assign, transfer 
and turn over 
to the Company, 
subject to 
the lien 
provided by 
Section 607
, any 
and all 
money, securities 
and other 
property then held 
by the 
Trustee for 
the 
benefit of 
the Holders 
of the 
Securities other 
than money and 
Eligible Obligations 
held by 
the 
Trustee pursuant to 
Section 402
. 
Section 402.
 
Application of Trust Money.
 
(a)
 
Neither the Eligible 
Obligations nor the 
money deposited with 
the Trustee pursuant 
to 
Section 403(e)
, nor the principal or interest 
payments on any such Eligible Obligations, 
shall be 
withdrawn or used 
for any purpose 
other than, and 
shall be held 
in trust for, 
the payment of 
the 
principal of 
and premium, if 
any, and 
interest, if any, 
on the 
Securities or portions 
of principal 
amount thereof in respect of which such deposit was made, all subject, however, to the provisions 
of 
Section 1003
; provided, however, 
that, so long 
as there shall 
not have occurred 
and be continuing 
an Event of Default, 
any cash received from such 
principal or interest payments on 
such Eligible 
Obligations deposited with 
the Trustee, 
if not then 
needed for such 
purpose, shall, to 
the extent 
practicable, be invested at the written direction of the 
Company in Eligible Obligations of the type 
described in 
Section 403(e)(2)(A)
 
maturing at such 
times and in such 
amounts as shall 
be sufficient 
to pay when due the principal of and premium, if any, 
and interest, if any, due 
and to become due 
on such Securities or 
portions thereof on and 
prior to the Maturity 
thereof, and interest earned 
from 
such reinvestment shall be paid over to the Company as 
received by the Trustee, free and clear 
of 
any trust, lien 
or pledge under 
this Indenture except 
the lien provided 
by 
Section 607
; and provided, 
further, that, so 
long as there shall 
not have occurred and 
be continuing an Event 
of Default, any 
moneys held by the Trustee 
in accordance with this Section on the 
Maturity of all such Securities 
in excess of the amount 
required to pay the principal 
of and premium, if any, 
and interest, if any, 
then due on such 
Securities shall be paid over 
to the Company free 
and clear of any trust, 
lien or 
pledge under this Indenture except the lien provided by 
Section 607
. 
(b)
 
The Company shall 
pay and shall 
indemnify the Trustee 
against any tax, 
fee or 
other charge 
imposed on or 
assessed against Eligible 
Obligations deposited pursuant 
to 
Section 
401, 403 
or
 
1007
 
or the interest and 
principal received in respect 
of such obligations other 
than any 
payable by or on behalf of Holders. 
Section 403.
 
Satisfaction, Discharge and 
Defeasance of Securities 
of Any Series. 

The Company 
shall be deemed 
to have paid 
and discharged the 
entire indebtedness on all 
the Outstanding Securities of 
any series or Tranche, or 
any portion of the principal amount thereof, 
on the 91st day after the 
date of the 
deposit referred to 
in subparagraph (e) 
hereof, and the 
provisions of this 
Indenture, as it 
relates to such 
Outstanding Securities of such 
series, shall be satisfied 
and discharged and shall no 
longer be in effect (and 
the Trustee, 
at the 
expense of 
the Company, 
shall at 
Company Request 
execute proper 
instruments 
acknowledging the same), except as to: 






 
 
- 25 - 
 
(a)
 
the rights of 
Holders of Securities of 
such series to receive, 
solely from the trust 
funds described in subparagraph (e) 
hereof, (i) payment of the 
principal of (and premium, if 
any) 
and each installment of 
principal of (and premium, 
if any) or 
interest, if any, 
on the Outstanding 
Securities of such series, 
or portions thereof, 
on the Stated 
Maturity of such principal 
or installment 
of principal 
or interest 
or to 
and including 
the Redemption 
Date irrevocably 
designated by 
the 
Company pursuant to subparagraph (k) 
hereof and (ii) the benefit 
of any mandatory sinking fund 
payments applicable to 
the Securities of 
such series on 
the day on 
which such payments are 
due 
and payable in accordance with the terms of this Indenture and the Securities 
of such series; 
(b)
 
the obligations of the Company and the Trustee 
with respect to such Securities of 
such series under 
Sections 304, 305, 
306, 614, 1002, 
1003
 
and 
1203
 
and, if the 
Company shall 
have irrevocably designated 
a Redemption Date 
pursuant to subparagraph 
(k) hereof, 
Sections 1104
 
and 
1106
; and 
(c)
 
the Company’s obligations 
with respect to 
the Trustee under 
Section 607
; provided 
that, the following conditions shall have been satisfied: 
(d)
 
the Company 
has deposited 
or caused 
to be 
irrevocably deposited 
(except as 
provided in 
Section 402
) 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) (A) Eligible Obligations which through the payment of 
interest and principal in 
respect thereof in 
accordance with their 
terms will provide 
on or before 
the due date 
of any payment 
referred to in clause (x) 
or (y) of this subparagraph 
(e) money in an amount or 
(B) a combination 
thereof, sufficient, in 
the opinion of 
a nationally recognized 
firm of independent 
certified public 
accountants expressed 
in a 
written certification 
thereof delivered 
to the 
Trustee, to 
pay and 
discharge (x) the 
principal of (and 
premium, if any) 
and each installment 
of principal (and 
premium, 
if any) and 
interest, if any, on 
such Securities on 
the Stated Maturity 
of such principal 
or installment 
of principal 
or interest 
or to 
and including 
the Redemption 
Date irrevocably 
designated by 
the 
Company pursuant 
to subparagraph 
(k) hereof 
and (y) 
any mandatory 
sinking fund 
payments 
applicable to the Securities of such series on the day on which such payments are due and payable 
in accordance with the terms of this Indenture and of the Securities of 
such series; 
(e)
 
such deposit will 
not result in 
a breach or violation 
of, or constitute 
a default under, 
this Indenture or any other agreement or instrument to 
which the Company is a party or by 
which 
it is bound; 
(f)
 
such provision 
would not 
cause any 
Outstanding Securities 
of such 
series then 
listed on 
the New 
York 
Stock Exchange 
or other 
securities exchange to 
be delisted 
as a 
result 
thereof; 
(g)
 
no Event of 
Default or event 
that with notice 
or lapse of 
time would become 
an 
Event of Default with respect to the Securities 
of such series has occurred and is continuing 
on the 
date of such deposit or during the period ending on the 91st day after such date; 
(h)
 
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion 
of Counsel to the 
effect that (x) the 
Company has received from, or 
there has been published 
by, 
the Internal Revenue Service a ruling or (y) there 
has been a change in law or regulation occurring 
after the date 
hereof, to the effect 
that Holders of the 
Securities of such series 
will not recognize 
income, gain or 
loss for federal 
income tax purposes 
as a result 
of such deposit, 
defeasance and 
discharge and will 
be subject to federal 
income tax on the 
same amount and in 
the same manner 






 
 
- 26 - 
 
and at the same times, as 
would have been the case if such 
deposit, defeasance and discharge had 
not occurred; 
(i)
 
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion 
of Counsel, 
each stating 
that all 
conditions precedent 
provided for 
relating to 
the defeasance 
contemplated by this Section have been complied with; and 
(j)
 
if the 
Company  has  deposited  or  caused to 
be  deposited  money  or  Eligible 
Obligations  to  pay  or discharge 
the principal 
of  (and  premium,  if  any)  and  interest  on the 
Outstanding Securities of 
a series to 
and including a 
Redemption Date pursuant 
to subparagraph 
(e) hereof, such Redemption Date shall be 
irrevocably designated by a Board Resolution 
delivered 
to the Trustee 
on or prior 
to the date 
of deposit of 
such money or Eligible 
Obligations, and such 
Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give 
notice of such redemption 
in the name 
and at the expense 
of the Company 
not less than 30 
nor more 
than 60 days prior to such Redemption Date in accordance with 
Section 1104
. 
ARTICLE V 
 
REMEDIES 
Section 501.
 
Events of 
Default. 

“Event of 
Default”, wherever 
used herein 
with respect 
to 
Securities of any series, means any one of the following events: 
1.
 
default in 
the payment 
of any 
interest upon 
any Security 
of that 
series when 
it 
becomes due 
and payable, 
and continuance 
of such 
default for 
a period 
of 30 
days; provided, 
however, that a valid extension of the interest payment period by the 
Company as contemplated in 
Section 312
 
shall not constitute a failure to pay interest for this purpose; or 
2.
 
default in the 
payment of the principal 
of (or premium, if 
any, on) 
any Security of 
that series at its Maturity; or 
3.
 
default in the deposit of any sinking fund payment, when and 
as due by the terms of 
a Security of that series; or 
4.
 
default in the performance, or breach, of any covenant 
or warranty of the Company 
in this Indenture 
(other than a 
covenant or warranty 
a default in 
whose performance or 
whose breach 
is elsewhere in 
this Section specifically 
dealt with or 
which has 
expressly been included 
in this 
Indenture solely 
for the 
benefit of 
one or 
more series 
of Securities 
other than 
that series), 
and 
continuance of 
such default 
or breach 
for a 
period of 
60 days 
after there 
has been 
given, by 
registered or certified mail, to the Company by the 
Trustee or to the Company and 
the Trustee by 
the Holders of 
at least 25% 
in aggregate principal 
amount of the 
Outstanding Securities of 
such 
series a written notice specifying 
such default or breach and requiring 
it to be remedied and stating 
that such notice is a “Notice of Default” hereunder; or 
5.
 
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 a 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 






 
 
- 27 - 
 
ordering the winding 
up or liquidation 
of its affairs, and 
the continuance of 
any such decree 
or order 
for relief or 
any such other decree 
or order unstayed 
and in effect 
for a period 
of 60 consecutive 
days; or 
6.
 
the commencement by 
the Company of 
a voluntary case 
or proceeding under 
any 
applicable federal or 
state bankruptcy, 
insolvency, reorganization 
or other similar 
law or of 
any 
other case or proceeding to be adjudicated a bankrupt 
or insolvent, or the consent by it to the 
entry 
of a decree or 
order for relief in 
respect of the Company 
in an involuntary case 
or proceeding under 
any applicable federal or state 
bankruptcy, insolvency, reorganization or other similar law or to the 
commencement of any bankruptcy 
or insolvency case or proceeding 
against it, or the filing 
by it of 
a petition or 
answer or consent 
seeking reorganization or relief 
under any applicable 
federal or state 
law, or the consent by it to the filing of such petition or to the appointment of or taking possession 
by  a  custodian,  receiver,  liquidator, 
assignee,  trustee,  sequestrator  or  similar  official  of  the 
Company or of 
any substantial part 
of its property, 
or the making 
by it of 
an assignment for 
the 
benefit of creditors, 
or the admission 
by it in 
writing of its 
inability to pay 
its debts generally 
as 
they become due, 
or the 
taking of corporate 
action by the 
Company in furtherance 
of any such 
action; or 
7.
 
any other 
Event of 
Default provided 
with respect 
to Securities 
of such 
series as 
contemplated by 
Sections 301
 
and 
901(3)
. 
Section 502.
 
Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with 
respect to any series or 
Tranche of Senior Securities at the 
time Outstanding occurs and is 
continuing, then, 
unless the principal of and interest on such 
series or Tranche of Senior Securities has 
already become due 
and payable, either the Trustee or the Holders of a majority 
in aggregate principal amount of such series 
or 
Tranche of Senior Securities 
then outstanding, by notice in 
writing to the Company (and 
to the Trustee 
if 
given by such Holders), may declare the principal 
of and interest on all the Senior Securities of 
such series 
or Tranche (or if any of the Senior Securities are 
Original Issue Discount Securities or Indexed Securities, 
such portion of the principal amount of such Securities as may be specified in the terms thereof) to be due 
and payable 
immediately and 
upon any 
such declaration 
the same 
shall become 
immediately due 
and 
payable, anything in 
this Indenture or 
in the Senior 
Securities of such 
series or Tranche 
contained to the 
contrary notwithstanding; provided, 
however, that 
if an Event 
of Default has 
occurred and is 
continuing 
with respect to 
more than one 
series or Tranche of 
Senior Securities, the 
Trustee or the Holders 
of a majority 
in aggregate principal amount 
of the Outstanding Senior 
Securities (or if any 
of the Senior 
Securities are 
Original Issue 
Discount Securities 
or Indexed 
Securities, such 
portion of 
the principal 
amount of 
such 
Securities as may be specified in 
the terms thereof) of all such 
series or Tranches (voting as one class) 
may 
make such declaration 
of acceleration, and 
not the Holders of 
the Senior Securities 
of any one of 
such series 
or Tranches. 
If an Event of Default with respect to any series or Tranche 
of Subordinated Securities at the time 
Outstanding occurs and is continuing, 
then, unless the principal 
of and interest on such 
series or Tranche of 
Subordinated Securities has 
already become due 
and payable, either 
the Trustee or the 
Holders of a 
majority 
in aggregate principal 
amount of the 
Subordinated Securities of such 
series or Tranche 
then outstanding, 
by notice in 
writing to the 
Company (and to 
the Trustee if given 
by such Holders), 
may declare the principal 
of and interest on 
all the Subordinated Securities of 
such series or Tranche 
(or if any of the 
Subordinated 
Securities are Original 
Issue Discount Securities 
or Indexed Securities, 
such portion of 
the principal amount 
of such Securities as 
may be specified in 
the terms thereof) to 
be due and payable 
immediately and upon 
any such declaration the same shall become immediately due and payable, anything in this Indenture or in 
the Subordinated Securities of 
such series contained to 
the contrary notwithstanding; provided, 
however, 
that if an Event of Default has occurred and 
is continuing with respect to more than one series or 
Tranche 
of Subordinated Securities, the 
Trustee or the 
Holders of a majority 
in aggregate principal amount 
of the 






 
 
- 28 - 
 
Outstanding Subordinated Securities (or if any of 
the Subordinated Securities are Original Issue Discount 
Securities or Indexed 
Securities, such portion 
of the principal 
amount of such 
Securities as may 
be specified 
in the 
terms thereof) 
of all 
such series 
or Tranche 
(voting as 
one class) 
may make 
such declaration 
of 
acceleration, and not the Holders of the Subordinated Securities of any 
one of such series or Tranches. 
In the case of any declaration 
of acceleration of the Stated 
Maturity of any Original Issue 
Discount 
Securities or 
Indexed Securities 
of a 
series, the 
Company shall 
furnish the 
Trustee with 
an Officer’s 
Certificate stating 
the amount 
of principal 
to be 
paid to 
a Holder 
of $1,000 
principal amount 
of such 
Securities. 
At any time after 
such a declaration of 
acceleration with respect 
to Securities of any 
series has been 
made and before a judgment or decree for 
payment of the money due has been 
obtained by the Trustee as 
hereinafter in 
this Article 
provided, the 
Event or 
Events of 
Default giving 
rise to 
such declaration 
of 
acceleration shall, 
without further 
act, be 
deemed to 
have been 
waived, and 
such declaration 
and its 
consequences shall, without further act, be deemed to have been rescinded 
and annulled, if 
(i)
 
the Company has 
paid or deposited 
with the Trustee 
a sum sufficient 
to 
pay 
(1)
 
all overdue interest on all Securities of any such series, 
(2)
 
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 at the rate or rates prescribed therefor in such Securities, 
(3)
 
 
to the extent that payment 
of such interest is lawful, 
interest upon 
overdue interest at the rate or rates prescribed therefor in such Securities, and 
(4)
 
all amounts due to the Trustee under 
Section 607
; and 
all Events of 
Default with respect 
to Securities of 
that series, other 
than the non-payment 
of the 
principal of Securities of that series that have become due solely by such declaration of acceleration, have 
been cured or waived as provided in 
Section 513
. 
No such rescission 
shall affect 
any subsequent Event 
of Default 
or impair any 
right consequent 
thereon. 
Section 503.
 
Collection of Indebtedness and 
Suits for Enforcement 
by Trustee. 

If an Event of 
Default described in clause 
(1) or (2) of 
Section 501
 
has occurred and is 
continuing, the Company shall, 
upon demand of 
the Trustee, pay 
to it, for 
the benefit of 
the Holders of 
the Securities of 
the series with 
respect to 
which such 
Event of 
Default has occurred, 
the whole 
amount then 
due and 
payable on such 
Securities for principal (and premium, if 
any) and interest, if 
any, and, to 
the extent that payment of 
such 
interest shall be 
legally enforceable, interest 
on any overdue 
principal (and premium, if 
any) and on 
any 
overdue interest, at 
the rate or 
rates prescribed therefor 
in such Securities, 
and, in addition 
thereto, such 
further amount as shall be sufficient to cover any amounts due to the Trustee under 
Section 607
. 
If the Company 
fails to 
pay such amounts 
forthwith upon such 
demand, the Trustee, 
in its 
own 
name and as trustee of an 
express trust, may institute a 
judicial proceeding for the collection 
of the sums so 
due and 
unpaid, may prosecute 
such proceeding to 
judgment or 
final decree 
and may enforce 
the same 
against the Company 
or any other obligor upon 
such Securities and collect 
the moneys adjudged or 
decreed 
to be payable in the manner provided by 
law out of the property of the Company 
or any other obligor upon 
such Securities, wherever situated. 






 
 
- 29 - 
 
If an Event of Default with respect to Securities 
of any series occurs and is continuing, 
the Trustee 
may in its discretion proceed to protect and enforce its rights and the rights of the Holders of 
Securities of 
such series by 
such appropriate judicial 
proceedings as the 
Trustee deems 
most effectual to 
protect and 
enforce any such 
rights, whether for 
the specific enforcement 
of any covenant 
or agreement in 
this Indenture 
or in aid of the exercise of any power granted herein, or to enforce any 
other proper remedy. 
Section 504.
 
Trustee May 
File Proofs 
of Claim. 
In case of 
the pendency of 
any receivership, 
insolvency, liquidation, bankruptcy, reorganization, arrangement, 
adjustment, composition or 
other judicial 
proceeding relative to 
the Company or 
any other obligor 
upon the Securities 
or the property 
of the Company 
or of such other 
obligor or their 
creditors, the Trustee (irrespective 
of whether the 
principal of the 
Securities 
shall then be 
due and payable 
as therein expressed 
or by declaration 
or otherwise and 
irrespective of whether 
the Trustee shall have made any demand on the Company 
for the payment of overdue principal or interest) 
shall be entitled and empowered, by intervention in such proceeding 
or otherwise, 
(i)
 
to file and prove a claim 
for the whole amount of principal (and 
premium, 
if any) and interest, 
if any, 
owing and unpaid in 
respect of the Securities 
and to file such 
other papers or documents as may be necessary or advisable 
in order to have the claims of 
the Trustee (including any claim for amounts due to the Trustee under 
Section 607
 
and of 
the Holders allowed in such judicial proceeding, and 
(ii)
 
to collect and receive 
any moneys or other 
property payable or deliverable 
on any such claims and to distribute the same; 
and any custodian, receiver, 
assignee, trustee, liquidator, sequestrator 
or other similar official 
in any such 
judicial proceeding is hereby authorized by 
each Holder to make such payments to 
the Trustee and, if 
the 
Trustee consents to the making of such payments directly to the Holders, to pay 
to the Trustee any amount 
due it under 
Section 607
. 
Nothing herein contained 
shall be deemed 
to authorize the 
Trustee to 
authorize or consent 
to or 
accept or adopt 
on behalf of 
any Holder any 
plan of reorganization, 
arrangement, adjustment 
or composition 
affecting the Securities or the rights of 
any Holder thereof or to authorize the Trustee 
to vote in respect of 
the claim of any Holder in any such proceeding. 
Section 505.
 
Trustee May 
Enforce Claims 
Without Possession 
of Securities or 
Coupons. 

All 
rights of action 
and claims under 
this Indenture or 
the Securities or 
coupons may be 
prosecuted and enforced 
by the Trustee without the 
possession of any of the Securities or coupons or 
the production thereof in any 
proceeding relating thereto, and any such 
proceeding instituted by the Trustee 
shall be brought in its 
own 
name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of 
the amounts due to 
the Trustee under 
Section 607
, be for the 
ratable benefit of the 
Holders of the Securities 
and coupons in respect of which such judgment has been recovered. 
Section 506.
 
Application of Money Collected. 

Any money collected by the Trustee pursuant to 
this Article shall be applied in the following order, at the date or dates fixed by the Trustee, and, in case of 
the distribution 
of such 
money on 
account of 
principal (or 
premium, if 
any) or 
interest, if 
any, upon 
presentation of the Securities 
in respect of which 
or for the benefit 
of which such money shall 
have been 
collected and the notation thereon of the payment if only partially paid and upon surrender thereof 
if fully 
paid: 
FIRST: To 
the payment of all amounts due the Trustee under 
Section 607
; 
SECOND: To 
the payment 
of the 
amounts then 
due and 
unpaid for 
principal of 
(and 
premium, if any) and interest, if any, on the Securities in respect of 
which or for the benefit of which such 






 
 
- 30 - 
 
money has been collected, 
ratably, without preference or priority 
of any kind, according 
to the amounts due 
and payable on such Securities for principal (and premium, if any) and 
interest, if any, respectively; and 
THIRD: The balance, if any, to the Company. 
The Trustee 
may fix a 
record date (with 
respect to Registered Securities) 
and payment date 
for any such 
payment to Holders of Securities. 
Section 507.
 
Limitation on Suits. 

No Holder of any Security of any series 
shall have any right 
to institute any proceeding, judicial 
or otherwise, with respect to this 
Indenture, or for the appointment 
of a 
receiver or trustee, or for any other remedy hereunder, unless 
1.
 
such Holder has previously 
given written notice to the 
Trustee of a continuing Event 
of Default with respect to the Securities of that series; 
2.
 
the  Holders  of  not  less  than  a  majority  in  aggregate  principal  amount  of 
the 
Outstanding Securities of all 
series of Senior Securities 
in respect of which 
an Event of Default 
has 
occurred and is continuing, considered as one 
class, shall have made written request to the 
Trustee 
to institute proceedings in respect 
of such Event of Default 
in its own name as 
Trustee hereunder if 
such holder is a Holder of Senior Securities or the Holders of not less than a majority in aggregate 
principal amount of the 
Outstanding Securities of all 
series of Subordinated Securities 
in respect of 
which an Event of 
Default has occurred and 
is continuing, considered 
as one class, shall 
have made 
written request to the 
Trustee to institute proceedings in 
respect of such Event 
of Default in its 
own 
name as Trustee hereunder if such Holder is a Holder of Subordinated Securities; 
3.
 
such Holder or Holders have 
offered to the Trustee indemnity against the 
reasonable 
costs, expenses and liabilities to be incurred in compliance with such request; 
4.
 
the Trustee for 60 days 
after its receipt of 
such notice, request and 
offer of indemnity 
has failed to institute any such proceeding; and 
5.
 
no direction 
inconsistent with 
such written 
request has 
been given 
to the 
Trustee 
during such 
60-day period 
by the 
Holders of 
a majority 
in aggregate 
principal amount 
of the 
Outstanding Securities of all series; 
it being understood and intended 
that (subject to 
Section 508
) no one or more 
of such Holders shall have 
any right in any manner whatever by virtue 
of, or by availing of, any provision of this 
Indenture to affect, 
disturb or prejudice 
the rights of 
any other of 
such Holders, or 
to obtain or 
to seek to 
obtain priority or 
preference over any 
other of such Holders 
or to enforce 
any right under this 
Indenture, except in 
the manner 
herein provided and for the equal and ratable benefit of all of such Holders. 
Section 508.
 
Unconditional Right 
of Holders 
to Receive 
Principal, Premium 
and Interest. 

Notwithstanding any other 
provision in this 
Indenture, the Holder 
of any Security 
shall have the 
right, which 
is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to 
Section 307
) interest, 
if any, 
on such 
Security on 
the Stated 
Maturity or 
Maturities expressed 
in such 
Security (or, in the case of redemption, on the Redemption Date, or, in the case of repayment at the option 
of the Holder, on 
the Repayment Date) and to institute suit 
for the enforcement of any such payment, and 
such rights shall not be impaired without the consent of such Holder. 
Section 509.
 
Restoration of Rights 
and Remedies. 

If the Trustee 
or any Holder 
has instituted 
any proceeding 
to enforce 
any right 
or remedy 
under this 
Indenture and 
such proceeding 
has been 
discontinued or 
abandoned for 
any reason, 
or has 
been determined 
adversely to 
the Trustee 
or to 
such 






 
 
- 31 - 
 
Holder, then 
and in every 
such case, subject 
to any determination 
in such proceeding, 
the Company, 
the 
Trustee and such Holder 
shall be restored 
severally and respectively 
to their former 
positions hereunder and 
thereafter all 
rights and 
remedies of 
the Trustee 
and such 
Holder shall 
continue as 
though no 
such 
proceeding had been instituted. 
Section 510.
 
Rights and Remedies 
Cumulative. 
Except as otherwise 
provided with respect 
to the 
replacement or payment of 
mutilated, destroyed, lost or 
stolen Securities in the 
last paragraph of 
Section 
306
, no right or remedy 
herein conferred upon or reserved 
to the Trustee or to the Holders 
is intended to be 
exclusive of any other right 
or remedy, and every right and remedy 
shall, to the extent permitted by 
law, be 
cumulative and in addition to every other right 
and remedy given hereunder or now or 
hereafter existing at 
law or in equity or 
otherwise. The assertion or 
employment of any right or 
remedy hereunder, or otherwise, 
shall not prevent the concurrent assertion or employment of any 
other appropriate right or remedy. 
Section 511.
 
Delay or 
Omission Not Waiver. 

No delay or 
omission of the 
Trustee or 
of any 
Holder of any Securities to exercise 
any right or remedy accruing upon 
any Event of Default shall impair 
any such right or 
remedy or constitute a 
waiver of any such 
Event of Default or 
an acquiescence therein. 
Every right and remedy given 
by this Article or by 
law to the Trustee 
or to the Holders may be 
exercised 
from time to time, and as often as may be deemed expedient, by the Trustee or by the 
Holders, as the case 
may be. 
Section 512.
 
Control by Holders. 

If an Event of Default shall have occurred and be continuing 
in respect 
of a 
series of 
Securities, the 
Holders of 
a majority 
in aggregate 
principal amount 
of the 
Outstanding Securities of such 
series shall have the 
right to direct the 
time, method and place 
of conducting 
any proceeding for any remedy available to 
the Trustee, or exercising any trust 
or power conferred on the 
Trustee, with 
respect to the 
Securities of such 
series or Tranche; 
provided, however, 
that if an 
Event of 
Default has occurred 
and is continuing 
with respect to 
more than one 
series of Senior 
Securities, the Holders 
of a majority in aggregate principal 
amount of the Outstanding Securities of all 
such series, considered as 
one class, shall have the 
right to make such direction, 
and not the Holders 
of the Senior Securities of 
any 
one of such series, and if an Event of Default 
has occurred and is continuing with respect to 
more than one 
series of Subordinated 
Securities, the Holders 
of a majority 
in aggregate principal amount 
of all such series, 
considered as one 
class, shall have 
the right to 
make such direction, 
and not the 
Holders of the Subordinated 
Securities of any one of such series; provided, further that 
1.
 
such direction shall not 
be in conflict with 
any rule of law 
or with this Indenture, 
and 
2.
 
the Trustee 
may take any 
other action deemed 
proper by the 
Trustee which 
is not 
inconsistent with such direction. 
Section 513.
 
Waiver of 
Past Defaults. 

The Holders 
of not 
less than 
a majority 
in aggregate 
principal amount 
of the 
Outstanding Securities 
of any 
series may 
on behalf 
of the 
Holders of 
all the 
Securities of such series waive 
any past default hereunder with 
respect to such series and its 
consequences; 
provided that if any 
such past default has 
occurred with respect 
to more than one 
series of Senior Securities, 
the Holders of 
a majority in 
aggregate principal amount 
of the Outstanding 
Securities of all 
such series, 
considered as one class, 
may make such waiver, 
and not the Holders 
of any one of 
such series; provided 
further that 
if any 
such past 
default has 
occurred with 
respect to 
more than 
one series 
of Subordinated 
Securities, the Holders of 
a majority in aggregate 
principal amount of the 
Outstanding Securities of all 
such 
series, considered as one 
class, may make such 
waiver, and not 
the Holders of any 
one of such 
series, in 
each case except a default 
1.
 
in the 
payment of the 
principal of (or 
premium, if any) 
or interest, 
if any, 
on any 
Security of such series, or 






 
 
- 32 - 
 
2.
 
in respect 
of a 
covenant or 
provision hereof 
that under 
Section 902
 
cannot be 
modified or amended 
without the consent 
of the Holder 
of each Outstanding 
Security of such series 
affected. 
Upon any such waiver, such 
default shall cease to 
exist, and any Event 
of Default arising therefrom 
shall be deemed to have been 
cured, for every purpose of 
this Indenture; but no such waiver 
shall extend to 
any subsequent or other default or impair any right consequent thereon. 
Section 514.
 
Undertaking for Costs. 

All parties to this Indenture 
agree, and each Holder of 
any 
Security by his 
acceptance thereof shall 
be deemed to 
have agreed, that 
any court may 
in its 
discretion 
require, in any suit for the 
enforcement of any right or remedy under 
this Indenture, or in any suit 
against 
the Trustee for any action taken, suffered or 
omitted by it as Trustee, the filing 
by any party litigant in such 
suit of an 
undertaking to pay 
the costs of 
such suit, and 
that such court 
may in its 
discretion assess reasonable 
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the 
merits and good 
faith of the 
claims or defenses 
made by such 
party litigant; but 
the provisions of 
this Section 
shall not 
apply to 
any suit instituted 
by the 
Company, to 
any suit 
instituted by 
the Trustee, 
to any 
suit 
instituted by 
any Holder, 
or group 
of Holders, 
holding in 
the aggregate 
more than 
10% in 
aggregate 
principal amount of the Outstanding Securities 
of all series in respect 
of which such suit may be 
brought, 
considered as one class, or 
to any suit instituted by 
any Holder for the enforcement of 
the payment of the 
principal of 
(or premium, 
if any) 
or interest, 
if any, 
on any 
Security on 
or after 
the Stated 
Maturity or 
Maturities expressed in such Security (or, 
in the case of redemption, 
on or after the Redemption Date, 
or, 
in the case of repayment at the option of the Holder, on or after the Repayment Date). 
Section 515.
 
Waiver of 
Stay or Extension Laws
. 
The Company covenants (to the extent 
that it 
may lawfully do so) that it will not at any 
time insist upon, or plead, or in any manner 
whatsoever claim or 
take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter 
in force, which 
may affect the 
covenants or the 
performance of this 
Indenture; and the 
Company (to the 
extent that it 
may lawfully do 
so) hereby expressly 
waives all benefit 
or advantage of 
any such law 
and 
covenants that it will not hinder, delay or 
impede the execution of any 
power herein granted to the Trustee, 
but will suffer and permit the execution of every such power as though no such 
law had been enacted. 
ARTICLE VI 
 
THE TRUSTEE 
Section 601.
 
Certain Duties and Responsibilities.
 
(a)
 
Except during the continuance of an Event of Default 
with respect to Securities of 
any series, 
(i)
 
the Trustee undertakes 
to perform, with 
respect to Securities 
of such series, 
such duties 
and only 
such duties 
as are 
specifically set 
forth in 
this Indenture, 
and no 
implied covenants or obligations shall be read into this Indenture against the 
Trustee; and 
(ii)
 
in the 
absence of bad 
faith on its 
part, the 
Trustee may, 
with respect to 
Securities of 
such series, 
conclusively rely, 
as to 
the truth 
of the 
statements and 
the 
correctness of the opinions 
expressed therein, upon certificates 
or opinions furnished 
to the 
Trustee and conforming to the 
requirements of this Indenture; but in the 
case of any such 
certificates or 






 
 
- 33 - 
 
(iii)
 
opinions which 
by any 
provision hereof 
are specifically 
required to 
be 
furnished to the 
Trustee, the Trustee shall 
be under a 
duty to examine 
the same to 
determine 
whether or not they conform to the requirements of this Indenture. 
(b)
 
If an Event of Default with respect 
to Securities of any series has occurred 
and is 
continuing, the Trustee 
shall exercise, with respect 
to Securities of such 
series, such of the 
rights 
and powers vested 
in it by 
this Indenture, and use 
the same degree 
of care and skill 
in their exercise, 
as a prudent man would exercise or use under the circumstances in the 
conduct of his own affairs. 
(c)
 
No provision 
of this 
Indenture shall 
be construed 
to relieve 
the Trustee 
from 
liability for its own negligent 
action, its own negligent failure 
to act, or its own 
willful misconduct, 
except that 
(i)
 
this subsection shall not be construed to limit the effect of sub-section (a) 
of this Section; 
(ii)
 
the Trustee shall not 
be liable for 
any error of judgment 
made in good 
faith 
by a 
Responsible Officer, 
unless it 
shall be 
proved that 
the Trustee 
was negligent 
in 
ascertaining the pertinent facts; 
(iii)
 
the Trustee shall not 
be liable with respect to any action 
taken or omitted 
to be taken by it in good 
faith in accordance with the 
direction of the Holders of 
a majority 
in aggregate principal amount of the 
Outstanding Securities of any one or 
more series, as 
provided herein, relating to the 
time, method and place of 
conducting any proceeding for 
any remedy available to 
the Trustee, or 
exercising any trust or 
power conferred upon the 
Trustee, under this Indenture with respect to the Securities of such series; and 
(iv)
 
no provision of 
this Indenture shall require 
the Trustee to 
expend or risk 
its own 
funds or otherwise 
incur any financial 
liability in the 
performance of any 
of its 
duties hereunder, 
or in 
the exercise 
of any 
of its 
rights or 
powers, if 
it has 
reasonable 
grounds for believing 
that repayment of 
such funds or 
adequate indemnity against 
such risk 
or liability is not reasonably assured to it. 
(d)
 
Whether or 
not therein expressly 
so provided, every 
provision of 
this Indenture 
relating to the 
conduct or affecting 
the liability of 
or affording protection 
to the Trustee 
shall be 
subject to the provisions of this Section. 
Section 602.
 
Notice of Defaults. 

Within 90 days after 
the occurrence of any default hereunder 
with respect to the Securities 
of any series, the Trustee shall send 
electronically or by mail 
to all Holders of 
Securities of 
such series 
entitled to 
receive reports 
pursuant to 
Section 704(3
) (and, 
if Unregistered 
Securities of 
that series 
are outstanding, 
shall cause 
to be 
published at 
least once 
in an 
Authorized 
Newspaper in The 
City of New 
York and, if Securities of 
that series are 
listed on any 
stock exchange outside 
of the United States, in the city 
in which such stock exchange is located) notice 
of such default hereunder 
known to the Trustee, unless such default 
shall have been cured or 
waived; provided, however, that, except 
in the case 
of a default in 
the payment of the 
principal of (or premium, 
if any) or 
interest, if any, 
on any 
Security of such series or in the payment of any sinking fund installment 
with respect to Securities of such 
series, the Trustee shall be 
protected in withholding such 
notice if and so 
long as it in 
good faith determines 
that the 
withholding of such 
notice is in 
the interest of 
the Holders of 
Securities of such 
series. For the 
purpose of this Section, the term “default” means any event that is, 
or after notice or lapse of time or both 
would become, an Event of Default with respect to Securities of such series. 






 
 
- 34 - 
 
Section 603.
 
Certain Rights 
of Trustee. 

Subject to 
the provisions of 
Section 601
 
and to 
the 
applicable provisions of the Trust Indenture Act
:
 
(a)
 
the Trustee may 
rely and shall 
be protected in 
acting or refraining 
from acting upon 
any  resolution,  certificate, 
statement,  instrument,  opinion, 
report,  notice,  request, 
direction, 
consent, order, bond, 
debenture, note, other evidence of 
indebtedness or other paper or 
document 
reasonably believed by it 
to be genuine and 
to have been signed 
or presented by the 
proper party 
or parties; 
(b)
 
any request 
or direction 
of the 
Company mentioned herein 
shall be 
sufficiently 
evidenced by a Company Request 
or Company Order, or 
as otherwise expressly provided herein, 
and any resolution of the Board 
of Directors may be sufficiently evidenced 
by a Board Resolution; 
(c)
 
whenever in the 
administration of this 
Indenture the Trustee shall 
deem it desirable 
that a matter be 
proved or established prior to 
taking, suffering or omitting any 
action hereunder, 
the Trustee 
(unless other evidence 
be herein specifically 
prescribed) may, 
in the absence 
of bad 
faith on its part, rely upon 
an Officer’s Certificate or a certificate of an 
officer or officers delivered 
pursuant to 
Section 301
 
and such Officer’s Certificate or certificate of an officer or officers, in the 
absence of negligence or 
bad faith on the part 
of the Trustee, shall be full 
warrant to the Trustee for 
any action taken, 
suffered or omitted 
by it under 
the provisions of 
this Indenture upon 
the faith 
thereof; 
(d)
 
the Trustee may consult 
with counsel and 
the written advice 
of such counsel or 
any 
Opinion of Counsel shall be 
full and complete authorization and 
protection in respect of any 
action 
taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
(e)
 
the Trustee 
shall be 
under no obligation 
to exercise any 
of the 
rights or 
powers 
vested in 
it by 
this Indenture 
at the 
request or 
direction of 
any of 
the Holders 
pursuant to 
this 
Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory 
to it against the costs, expenses and liabilities that 
might be incurred by it in compliance with such 
request or direction; 
(f)
 
the Trustee shall not 
be bound to make any investigation into 
the facts or matters 
stated  in  any 
resolution,  certificate,  statement, 
instrument,  opinion,  report, 
notice,  request, 
direction, consent, order, 
bond, debenture, note, other 
evidence of indebtedness or 
other paper or 
document, but the 
Trustee, in 
its discretion, may 
make such further 
inquiry or investigation 
into 
such facts 
or matters 
as it 
may see fit, 
and, if 
the Trustee 
shall determine to 
make such further 
inquiry or investigation, it shall 
(subject to applicable legal 
requirements) be entitled to 
examine, 
during normal business hours, the 
books, records and premises of the 
Company, personally or 
by 
agent or attorney; 
(g)
 
in no event shall the Trustee be responsible or liable for special, indirect, punitive 
or consequential loss 
or damage of 
any kind whatsoever 
(including, but not 
limited to, loss 
of profit) 
irrespective of whether the Trustee has 
been advised of the likelihood of such loss or 
damage and 
regardless of the form of action; 
(h)
 
the Trustee shall not be deemed to have notice of any Default or Event of Default 
unless a Responsible Officer of the 
Trustee had actual knowledge thereof or 
unless written notice 
of any event which is in 
fact such a default is received 
by the Trustee at the Corporate Trust Office 
of the Trustee, and such notice references the Securities and the Indenture; 






 
 
- 35 - 
 
(i)
 
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 in 
each of 
its capacities 
hereunder, and 
each agent, 
custodian and 
other Person 
employed to act hereunder; 
(j)
 
the Trustee 
may execute 
any of 
the trusts 
or powers 
hereunder or 
perform any 
duties hereunder either 
directly or by 
or through agents 
or attorneys and 
the Trustee shall 
not be 
responsible for any misconduct or 
negligence on the part of 
any agent or attorney appointed 
with 
due care by it hereunder; no 
Depository or Paying Agent shall be deemed 
an agent of the Trustee 
and the Trustee shall not be responsible for any act or omission by any of them. 
(k)
 
the permissive rights 
of the Trustee 
enumerated herein shall 
not be construed 
as 
duties; 
(l)
 
the Trustee may request 
that the Company deliver an Officer’s 
Certificate setting 
forth the 
names of individuals 
and/or titles of 
officers authorized 
at such 
time to 
take specified 
actions pursuant to this Indenture; and 
(m)
 
the Trustee 
shall not 
be required 
to give 
any bond 
or surety 
in respect 
of the 
performance of its powers and duties hereunder. 
Section 604.
 
Not Responsible 
for Recitals 
or Issuance 
of Securities. 

The recitals 
contained 
herein and 
in the 
Securities, except 
the Trustee’s 
certificate of 
authentication, shall 
be taken 
as the 
statements of the 
Company, and the Trustee 
or any Authenticating 
Agent assumes no 
responsibility for their 
correctness. The Trustee 
makes no representations as 
to the validity or 
sufficiency of this Indenture 
or of 
the Securities 
of any 
series or 
any coupons. 
The Trustee 
or any 
Authenticating Agent 
shall not 
be 
accountable for the use 
or application by the Company 
of Securities or the 
proceeds thereof. The Trustee 
shall not be responsible for and makes no representations as to the Company’s ability or 
authority to issue 
the Unregistered Securities or the lawfulness thereof. 
Section 605.
 
May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, 
any Security Registrar 
or any other 
agent of the 
Company or the 
Trustee, in 
its individual or 
any other 
capacity, may 
become the 
owner or 
pledgee of 
Securities and, 
subject to 
Sections 608
 
and 
613
, may 
otherwise deal with the Company with the same rights it would have 
if it were not Trustee, Authenticating 
Agent, Paying Agent, Security Registrar or such other agent. 
Section 606.
 
Money Held in Trust. 

Money held by the Trustee 
or by any Paying Agent (other 
than the Company 
if the 
Company shall act 
as Paying Agent) 
in trust hereunder 
need not be 
segregated 
from other funds except to 
the extent required by law. 
Neither the Trustee nor 
any Paying Agent shall be 
liable for interest on any money received by it hereunder except as expressly provided herein or otherwise 
agreed with the Company. 
Section 607.
 
Compensation and Reimbursement. 
 
The Company agrees 
1.
 
to pay 
to the 
Trustee from 
time to 
time reasonable 
compensation for 
all services 
rendered by it 
hereunder (which compensation 
shall not be 
limited by any 
provision of law 
in regard 
to the compensation of a trustee of an express trust); 
2.
 
except as 
otherwise expressly 
provided herein, 
to reimburse 
the Trustee 
upon its 
request for all reasonable expenses, 
disbursements and advances incurred or made 
by the Trustee 
in accordance with any provision 
of this Indenture (including 
the reasonable compensation and the 






 
 
- 36 - 
 
expenses and disbursements of its agents and counsel), except 
any such expense, disbursement or 
advance as may be attributable to its negligence, willful misconduct or bad faith; 
and 
3.
 
to indemnify the 
Trustee for, 
and to hold 
it harmless against, 
any loss, liability 
or 
expense reasonably incurred without 
negligence, willful misconduct 
or bad faith on 
its part, arising 
out of 
or in connection 
with the acceptance 
or administration of 
the trust or 
trusts hereunder or 
performance of its 
duties hereunder, including 
the costs and 
expenses of defending itself 
against 
any claim or liability in connection with the exercise 
or performance of any of its powers or 
duties 
hereunder. 
As security for the performance of the obligations of the Company under this Section, the Trustee 
shall be secured by a lien prior to 
that of the Securities upon all property 
and funds held or collected by the 
Trustee as 
such. The 
obligation of 
the Company 
under this 
Section shall 
survive the 
satisfaction and 
discharge of this Indenture. 
When the Trustee 
and its agents 
and any authenticating 
agent incur 
expenses or render 
services 
after an Event of Default 
with respect to the Company occurs, 
the expenses and the compensation for 
the 
services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar 
laws. 
Section 608.
 
Disqualification;  Conflicting 
Interests. 
If  the 
Trustee  has 
or  acquires 
any 
conflicting interest 
within the 
meaning of 
the Trust 
Indenture Act 
with respect 
to the 
Securities of 
any 
series, it shall either eliminate 
such conflicting interest or resign to 
the extent, in the manner 
and with the 
effect, and subject to the 
conditions, provided in the Trust 
Indenture Act and this Indenture. For purposes 
of 
Section 310(b)(1)
 
of the 
Trust Indenture 
Act and 
to the 
extent permitted thereby, 
the Trustee, 
in its 
capacity as 
trustee in 
respect of 
the equally ranked 
and unsecured Securities 
of any series, 
shall not be 
deemed to have 
a conflicting interest arising 
from its capacity 
as trustee in 
respect of the 
equally ranked 
and unsecured Securities 
of any other 
series under this 
Indenture or any 
securities issued under 
the Indenture 
dated as of [ 
] between the Company and 
the Trustee [specifically describe other outstanding 
indentures 
with the Trustee]. 
Section 609.
 
Corporate Trustee 
Required; Eligibility. 

There shall 
at all 
times be 
a Trustee 
hereunder that shall be a 
corporation organized and doing business under 
the laws of the United 
States of 
America, any State thereof or the District of Columbia (or such other Person as may be permitted to act as 
Trustee by 
the Commission), 
authorized under 
such laws 
to exercise 
corporate trust 
powers, having 
a 
combined capital and surplus of 
at least $50,000,000, subject to 
supervision or examination by federal 
or 
state authority and 
qualified and eligible 
under this Article, 
provided that, neither 
the Company nor 
any 
Affiliate of the Company may 
serve as
 
Trustee of any Securities. 
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 Section, the combined capital and surplus of such corporation shall 
be deemed 
to be 
its combined 
capital and 
surplus as 
set forth 
in its 
most recent 
report of 
condition so 
published. If at any time the Trustee ceases to be 
eligible in accordance with the provisions 
of this Section, 
it shall resign immediately in the manner and with the effect hereinafter specified 
in this Article. 
Section 610.
 
Resignation and Removal; Appointment of Successor.
 
(a)
 
No resignation 
or removal 
of the 
Trustee and 
no appointment 
of a 
successor 
Trustee pursuant to this Article 
shall become effective until the acceptance of 
appointment by the 
successor Trustee in accordance with the applicable requirements of 
Section 611
. 
(b)
 
The Trustee may resign 
at any time with 
respect to the Securities of 
one or more 
series by 
giving written 
notice thereof 
to the 
Company. If 
the instrument 
of acceptance 
by a 






 
 
- 37 - 
 
successor Trustee 
required by 
Section 611
 
has not been 
delivered to the 
Trustee within 30 
days 
after the 
giving of 
such notice 
of resignation, 
the resigning 
Trustee may 
petition any 
court of 
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of 
such series. 
(c)
 
The Company may 
at any time 
by a Board 
Resolution remove the 
Trustee with 
respect to the Securities of any or all series. 
(d)
 
The Trustee may 
be removed at 
any time with 
respect to the 
Securities of any 
series 
by Act of the Holders of a majority in aggregate principal amount of the 
Outstanding Securities of 
such series, delivered to the Trustee and to the Company. 
(e)
 
If at any time: 
(i)
 
the Trustee fails to comply with 
Section 608
 
with respect to the Securities 
of any series, after 
written request therefor 
by the Company 
or by any 
Holder who has been 
a bona fide Holder of a Security of such series for at least six months, 
or 
(ii)
 
the Trustee ceases to be 
eligible under 
Section 609
 
and fails to resign 
after 
written request therefor by the Company or by any such Holder, or 
(iii)
 
the Trustee becomes incapable of acting or becomes adjudged a bankrupt 
or insolvent or a receiver 
of the Trustee or of its 
property is appointed or any 
public officer 
takes charge 
or control 
of the 
Trustee or 
of its 
property or 
affairs for 
the purpose 
of 
rehabilitation, conservation or liquidation, 
(iv)
 
then, in any such case, subject to 
Section 514
, any Holder 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. 
(f)
 
If the Trustee resigns, is removed or becomes incapable 
of acting, or if a vacancy 
shall occur in 
the office 
of Trustee 
for any cause, 
with respect to 
the Securities of 
one or more 
series, the Company, by 
a Board Resolution, 
shall promptly appoint 
a successor Trustee or 
Trustees 
with respect to 
the Securities of 
that or those 
series (it being 
understood that any 
such successor 
Trustee may be appointed with 
respect to the Securities 
of one or more 
or all of such 
series and that 
at any time there 
shall be only one 
Trustee with respect 
to the Securities of 
any particular series) 
and shall comply with 
the applicable requirements of 
Section 611
. If, within 
one year after 
such 
resignation, removal or incapability, 
or the occurrence of 
such vacancy, a 
successor Trustee with 
respect to the Securities of any 
series is appointed by Act of the Holders 
of a majority in aggregate 
principal amount of 
the Outstanding Securities 
of such series 
delivered to the 
Company and the 
retiring Trustee, 
the successor Trustee 
so appointed shall, 
forthwith upon its 
acceptance of such 
appointment in accordance with 
the applicable requirements of 
Section 611
, become the successor 
Trustee with 
respect to 
the Securities 
of such 
series and 
to that 
extent supersede 
the successor 
Trustee appointed by 
the Company. 
If no successor 
Trustee with respect 
to the Securities 
of any 
series has 
been so 
appointed by 
the Company 
or the 
Holders and 
accepted appointment 
in the 
manner required by 
Section 611
, any Holder who 
has been a bona 
fide Holder of a 
Security of such 
series for 
at least 
six months 
may, subject 
to 
Section 514
, on 
behalf of 
himself and 
all others 
similarly situated, petition any court 
of competent jurisdiction for the 
appointment of a successor 
Trustee with respect to the Securities of such series. 






 
 
- 38 - 
 
(g)
 
The Company shall 
give notice of 
each resignation and 
each removal of 
the Trustee 
with respect to 
the Securities of 
any series and 
each appointment of 
a successor Trustee with 
respect 
to the Securities of 
any series by mailing written 
notice of such event 
by first-class mail, postage 
prepaid, to all 
Holders of Securities of 
such series entitled to 
receive reports pursuant to 
Section 
704(3)
 
and, if any Unregistered Securities 
are outstanding, by publishing 
notice of such event once 
in an Authorized Newspaper 
in The City of 
New York and, if any Unregistered 
Securities are listed 
on any stock 
exchange outside of 
the United States, 
in the city 
in which such 
stock exchange is 
located. Each notice shall include the name of the 
successor Trustee with respect to the Securities 
of such series and the address of its Corporate Trust Office. 
(h)
 
All provisions of this Section except 
subparagraph (d) and 
Section 611(b)
 
(except 
for the last 
clause, after omitting 
the words “after 
deducting all amounts 
owed to the 
retiring Trustee 
pursuant to 
Section 607
,” which shall apply) shall apply also to any Paying Agent located outside 
the United States and its possessions. 
Section 611.
 
Acceptance of Appointment by Successor.
 
(a)
 
In case of 
the appointment hereunder 
of a 
successor Trustee 
with respect to 
the 
Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and 
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and 
thereupon the 
resignation or 
removal of 
the retiring 
Trustee shall 
become effective 
and such 
successor Trustee, without 
any further act, 
deed or conveyance, shall 
become vested with 
all the 
rights, powers, trusts and duties of 
the retiring Trustee; but, on 
the request of the Company or the 
successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an 
instrument transferring to 
such successor Trustee 
all the rights, 
powers and trusts 
of the retiring 
Trustee and shall duly 
assign, transfer and deliver 
to such successor 
Trustee all property and 
money 
held by such retiring 
Trustee hereunder, subject nevertheless to 
its lien provided 
for in 
Section 607
. 
(b)
 
In case of 
the appointment hereunder 
of a 
successor Trustee 
with respect to 
the 
Securities of one or more (but 
not all) series, the Company, the retiring Trustee and 
each successor 
Trustee with respect to the 
Securities of one or more series 
shall execute and deliver an indenture 
supplemental hereto wherein each successor Trustee shall accept such 
appointment and which (1) 
shall contain such provisions 
as shall be necessary 
or desirable to transfer 
and confirm to, and 
to 
vest in, each successor Trustee all 
the rights, powers, trusts and duties of the retiring Trustee 
with 
respect to the Securities of that or those series to which the appointment of 
such successor Trustee 
relates, (2) if 
the retiring Trustee 
is not retiring 
with respect to 
all Securities, shall 
contain such 
provisions as shall be 
deemed necessary or desirable 
to confirm that all 
the rights, powers, trusts 
and duties of the 
retiring Trustee with 
respect to the Securities 
of that or those 
series as to which 
the retiring Trustee is 
not retiring shall continue to 
be vested in the 
retiring Trustee, and 
(3) shall 
add to 
or change any 
of the provisions 
of this Indenture 
as shall 
be necessary to 
provide for or 
facilitate the administration of the trusts hereunder 
by more than one Trustee, 
it being understood 
that nothing herein or in such supplemental indenture shall constitute such 
Trustees co-trustees of 
the same trust and that each such Trustee shall be 
trustee of a trust or trusts hereunder 
separate and 
apart from 
any trust 
or trusts 
hereunder administered by 
any other 
such Trustee; 
and upon 
the 
execution and delivery 
of such supplemental 
indenture the resignation 
or removal of 
the retiring 
Trustee shall 
become effective 
to the 
extent provided therein 
and each 
such successor 
Trustee, 
without any further act, deed or 
conveyance, shall become vested with 
all the rights, powers, trusts 
and duties of the retiring Trustee 
with respect to the Securities of that or 
those series to which the 
appointment of such 
successor Trustee relates; 
but, on request 
of the Company 
or any successor 
Trustee, such retiring Trustee shall 
duly assign, transfer 
and deliver to such 
successor Trustee, after 
deducting all amounts 
owed to the retiring 
Trustee pursuant to 
Section 607
, all property 
and money 






 
 
- 39 - 
 
held by such 
retiring Trustee hereunder 
with respect to 
the Securities of 
that or those 
series to which 
the appointment of such successor Trustee relates. 
(c)
 
Upon request of any 
such successor Trustee, the 
Company shall execute any and 
all instruments for more fully 
and certainly vesting in and confirming 
to such successor Trustee all 
such rights, powers and trusts 
referred to in paragraph (a) 
or (b) of this Section, 
as the case may 
be. 
(d)
 
No successor 
Trustee shall 
accept its 
appointment unless 
at the 
time of 
such 
acceptance such successor Trustee shall be qualified and eligible under this Article. 
Section 612.
 
Merger, 
Conversion, Consolidation or Succession 
to Business. 

Any corporation 
into which the 
Trustee may be 
merged or converted 
or with which 
it may be 
consolidated, or any 
corporation 
resulting from 
any merger, 
conversion or 
consolidation to 
which the 
Trustee shall 
be a 
party, or 
any 
corporation succeeding to 
all or substantially 
all the 
corporate trust business 
of the Trustee, 
shall be the 
successor of 
the Trustee 
hereunder, provided 
such corporation shall 
be otherwise 
qualified and 
eligible 
under this Article, without the execution 
or filing of any paper or 
any further act on the part 
of any of the 
parties hereto. In case any Securities 
shall have been authenticated, but not 
delivered, by the Trustee then 
in office, any successor 
by merger, conversion 
or consolidation to such authenticating Trustee 
may adopt 
such authentication and 
deliver the Securities 
so authenticated with 
the same effect 
as if such 
successor 
Trustee had itself authenticated such Securities. 
In case any Securities shall 
not have been authenticated by 
such predecessor Trustee, 
any such successor 
Trustee may authenticate 
and deliver such 
Securities, in either 
its own name or that of its 
predecessor Trustee, with the full force and 
effect which this Indenture provides 
for the certificate of authentication of the Trustee. 
Section 613.
 
Preferential Collection 
of Claims Against 
Company. 

The Trustee 
shall comply 
with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned 
or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
Section 614.
 
Appointment of 
Authenticating Agent. 

At any 
time when 
any of 
the Securities 
remain Outstanding the Trustee 
may appoint an Authenticating Agent 
or Agents (which may include 
any 
Person that 
owns, directly or 
indirectly, all 
of the capital 
stock of the 
Trustee or 
a corporation that 
is a 
wholly-owned subsidiary of 
the Trustee 
or of 
such other 
Person) with 
respect to 
one or 
more series 
of 
Securities, or any Tranche 
thereof, that shall be 
authorized to act on 
behalf of the Trustee 
to authenticate 
Securities of 
such series 
or Tranche 
issued upon 
original issuance, exchange, 
registration of 
transfer or 
partial redemption thereof or 
pursuant to 
Section 306
, and Securities so 
authenticated shall be entitled 
to 
the benefits of 
this Indenture and 
shall be valid 
and obligatory for 
all purposes as if 
authenticated by the 
Trustee hereunder. The Trustee shall send 
written notice of 
such appointment electronically 
or by first-class 
mail, postage 
prepaid, to 
all Holders 
of Securities 
of the 
series or 
Tranche with 
respect to 
which such 
Authenticating Agent will serve, and which are entitled to receive reports pursuant to 
Section 704(3)
 
and, 
if any Unregistered 
Securities are outstanding, by 
publishing notice of 
such event once 
in an Authorized 
Newspaper in The City of New York 
and, if any Unregistered Securities are listed on 
any stock exchange 
outside of the 
United States, in 
the city in 
which such stock 
exchange is located. 
Wherever reference is 
made in 
this Indenture 
to the 
authentication and 
delivery of 
Securities by 
the Trustee 
or the 
Trustee’s 
certificate of authentication, 
such reference shall 
be deemed 
to include authentication 
and delivery on 
behalf 
of the 
Trustee by 
an Authenticating Agent 
and a 
certificate of authentication 
executed on behalf 
of the 
Trustee by an 
Authenticating Agent. Each Authenticating Agent 
shall be acceptable to 
the Company and 
shall at 
all times be 
a corporation organized 
and doing business 
under the laws 
of the 
United States of 
America, any state 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 $1,000,000 
and subject to 
supervision or 
examination by federal 
or state authority. 
If such Authenticating 
Agent publishes reports 
of condition at 
least annually, pursuant 
to law or to the requirements 
of said supervising or examining authority, 
then for 






 

 

 
 
- 40 - 
 
the purposes of 
this Section, the 
combined capital and 
surplus of such 
Authenticating Agent 
shall be deemed 
to be its combined capital and 
surplus as set forth in its 
most recent report of condition so published. 
If at 
any time an Authenticating 
Agent ceases to be 
eligible in accordance with 
the provisions of this 
Section, 
such Authenticating Agent 
shall resign 
immediately in 
the manner 
and with 
the effect 
specified in 
this 
Section. 
Any corporation into which an Authenticating 
Agent may be merged or converted or 
with which it 
may be consolidated, or any corporation resulting from 
any merger, conversion 
or consolidation to which 
such Authenticating Agent shall be a party, or any corporation succeeding to the corporate 
agency  or 
corporate  trust 
business  of 
an  Authenticating 
Agent,  shall 
continue  to 
be  an 
Authenticating Agent, provided such 
corporation shall be otherwise 
eligible under this Section, 
without the 
execution or filing of any paper or any further act on the part of 
the Trustee or the Authenticating Agent. 
An Authenticating Agent may 
resign with respect 
to one or more 
series of Securities 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 with 
respect to one 
or more series of 
Securities 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 ceases 
to be 
eligible  in 
accordance  with  the 
provisions  of  this 
Section,  the  Trustee 
may  appoint  a 
successor 
Authenticating Agent that is 
acceptable to the Company 
and shall provide notice 
of such appointment to 
all 
Holders of Securities of the series or Tranche with respect to which such Authenticating Agent will serve, 
as provided in 
paragraph (a) of 
this Section. 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. An Authenticating 
Agent 
appointed pursuant to this Section shall be entitled to rely on 
Sections 111, 308, 604
 
and 
605
 
hereunder. 
The  Company  agrees 
to  pay  to 
each  Authenticating  Agent 
from  time  to 
time  reasonable 
compensation for its services under this Section. 
If an appointment with 
respect to the Securities 
of one or more 
series, or any Tranche 
thereof, is 
made pursuant 
to this 
Section, the 
Securities of 
such series 
or Tranche 
may have 
endorsed thereon, 
in 
addition to 
the Trustee’s 
certificate of 
authentication, an 
alternate certificate 
of authentication 
in the 
following form: 
This is 
one of 
the Securities 
of the 
series designated 
pursuant to 
and issued 
under the 
within-
mentioned Indenture. 
 
[________________] As Trustee 
 
 
By 

 
As Authenticating Agent on behalf of the Trustee 
 
 
By 

 
Authorized Officer of Authenticating Agent 
 
Dated: 
 






 
 
- 41 - 
 
 
If all of the Securities of a 
series may not be originally issued at one 
time, and if the Trustee 
does 
not have an office capable 
of authenticating Securities 
upon original issuance 
located in a Place 
of Payment 
where the 
Company wishes 
to have 
Securities of 
such series 
authenticated upon 
original issuance, 
the 
Trustee, if so requested by the Company in writing 
(which writing need not comply with 
Section 102
 
and 
need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in 
accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent (which, if 
so requested by the Company, may be an Affiliate 
of the Company) having 
an office in a Place of Payment 
designated by the Company with respect to such series of Securities. 
ARTICLE VII 
 
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
Section 701.
 
Company to Furnish Trustee 
Names and Addresses 
of Holders. 

If the Trustee 
is 
not the Registrar, the Company will furnish or cause to be furnished to the Trustee 
(a)
 
semi-annually, not later than the 15th day 
after each Regular Record 
Date for each 
series of Registered Securities 
at the time Outstanding 
or on June 30 
and December 31 of 
each year 
with respect to each series 
of Securities for which 
there are no Regular 
Record Dates, a list, 
in such 
form as 
the Trustee 
may reasonably require, 
containing all the 
information in the 
possession or 
control of 
the Company, 
or any 
of its 
Paying Agents 
other than 
the Trustee, 
of the 
names and 
addresses of the Holders 
of Registered Securities of such 
series, including Holders of interests 
in 
Global Securities, as of such preceding 
Regular Record Date or on June 15 
or December 15, as the 
case may be, or, in 
the case of a 
series of non-interest bearing 
Securities, on a date 
to be determined 
as contemplated pursuant to 
Section 301
, and 
(b)
 
at such other times as the Trustee may request in writing, within 
30 days after the 
receipt by the Company 
of any such request, 
a list of similar 
form and content as 
of a date not 
more 
than 15 days prior to the time 
such list is furnished. 
Section 702.
 
Preservation of Information; Communications to Holders.
 
(a)
 
The Trustee 
shall preserve, in 
as current a 
form as is 
reasonably practicable, the 
names and addresses of 
Holders of Registered Securities 
contained in the most 
recent list furnished 
to the Trustee 
as provided in 
Section 701
 
and the names and 
addresses of Holders 
of Registered 
Securities received by 
the Trustee in its 
capacity as Security 
Registrar or Paying 
Agent. The Trustee 
may destroy 
any list 
furnished to 
it as 
provided in 
Section 701
 
upon receipt 
of a 
new list 
so 
furnished. 
(b)
 
If three or more Holders 
(herein referred to as “applicants”) 
apply in writing to the 
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned 
a Security 
for a period 
of at least 
six months preceding 
the date of 
such application, and 
such application states 
that the applicants desire to communicate with other Holders 
with respect to their rights under this 
Indenture or 
under the 
Securities and 
is accompanied 
by a 
copy of 
the form 
of proxy 
or other 
communication that such 
applicants propose to 
transmit, then the 
Trustee shall, within five 
business 
days after the receipt of such application, at its election, either 
(i)
 
afford such applicants access 
to the information preserved at 
the time by 
the Trustee in accordance with 
Section 702(a)
, or 






 
 
- 42 - 
 
(ii)
 
inform such applicants 
as to the 
approximate number of 
Holders whose 
names and 
addresses appear 
in the 
information preserved at 
the time 
by the 
Trustee in 
accordance with 
Section 702(a
), and as to 
the approximate cost of 
mailing to such Holders 
the form of proxy or other communication, if any, specified in such application. 
If the Trustee elects 
not to afford such 
applicants access to 
such information, the 
Trustee shall, upon 
the written 
request of 
such applicants, 
mail to 
each Holder 
whose name 
and address 
appear in 
the 
information preserved at the time by the 
Trustee in accordance with 
Section 702(a)
 
a copy of the form of 
proxy or other communication that is specified 
in such request, with reasonable promptness after 
a tender 
to the Trustee by the applicants of the material to be mailed and of payment, or provision for the payment, 
of the reasonable 
expenses of mailing, unless 
within five days after 
such tender the Trustee 
shall mail to 
such applicants and file with the Commission, together with a 
copy of the material to be mailed, a written 
statement to the effect 
that, in the opinion 
of the Trustee, such 
mailing would be contrary 
to the best interest 
of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of 
such opinion. If 
the Commission, after 
opportunity for a 
hearing upon the 
objections specified in 
the written 
statement so filed, enters 
an order refusing to sustain 
any of such objections or 
if, after the entry of 
an order 
sustaining one or more of such objections, the Commission finds, after notice and opportunity for hearing, 
that all the objections 
so sustained have been met 
and enters an order so 
declaring, the Trustee shall 
mail 
copies of such material 
to all such Holders 
with reasonable promptness 
after the entry of 
such order and the 
renewal of such tender by 
such applicants; otherwise the Trustee shall 
be relieved of any obligation 
or duty 
to such applicants respecting their application. 
(c)
 
Every Holder of Securities or coupons, by receiving and holding the same, agrees 
with the Company 
and the Trustee that neither 
the Company nor 
the Trustee nor any 
agent of either 
of them shall 
be held accountable 
by reason of 
the disclosure of 
any such information 
as to the 
names and addresses 
of the Holders 
in accordance with 
Section 702(b)
, regardless of 
the source 
from which such 
information was derived, 
and that the 
Trustee shall 
not be held 
accountable by 
reason of mailing any material pursuant to a request made under 
Section 702(b)
. 
Section 703.
 
Reports by Trustee
. 
At any time 
Securities are outstanding, 
(a) within 60 
days after 
May 15 of each year commencing 
with the year 2012, the Trustee 
shall transmit by mail to all 
Holders of 
Registered Securities of any series, as their names and addresses appear in the Security Register and to all 
other Holders who are entitled to receive reports 
pursuant to Section 704(3), a brief report 
dated as of such 
May 15 with 
respect to any 
of the following 
events which may 
have occurred within 
the previous 12 
months 
(but if no such event has occurred within such period no report need be 
transmitted): 
1.
 
any change to its 
eligibility under 
Section 609
 
and its qualifications under 
Section 
608
; 
2.
 
the creation of 
or any material 
change to a 
relationship specified in paragraphs 
(1) 
through (10) of 
Section 310(b
) of the Trust Indenture Act; 
3.
 
the character and amount 
of any advances (and 
if the Trustee 
elects so to state, 
the 
circumstances surrounding the 
making thereof) made 
by the Trustee (as 
such) which remain 
unpaid 
on the date 
of such report, 
and for the 
reimbursement of which 
it claims or 
may claim a 
lien or 
charge, prior to that 
of the Securities 
of such series 
or any related 
coupons, on any 
property or funds 
held or collected by 
it as Trustee, 
except that the Trustee 
shall not be required 
(but may elect) to 
report such advances 
if such advances 
so remaining unpaid 
aggregate not more 
than one-half of 
1% of the principal amount of the Securities of such series Outstanding 
on the date of such report; 
4.
 
the amount, interest 
rate and maturity 
date of all 
other indebtedness owing 
by the 
Company (or by any other obligor on the 
Securities of such series) to the Trustee 
in its individual 






 
 
- 43 - 
 
capacity, on 
the date 
of such 
report, with 
a brief 
description of 
any property 
held as 
collateral 
security therefor, except an indebtedness based upon a creditor 
relationship arising in any manner 
described in paragraphs (2), (3), (4) or (6) of 
Section 311(b)
 
of the Trust Indenture Act; 
5.
 
any change 
to the 
property and 
funds, if 
any, physically 
in the 
possession of 
the 
Trustee as such on the date of such report; 
6.
 
any additional issue of Securities 
which the Trustee has not previously 
reported; and 
7.
 
any action taken by the 
Trustee in the 
performance of its duties hereunder 
which it 
has not previously reported 
and which in its opinion 
materially affects the Securities 
of such series, 
except action in respect of 
a default, notice of which 
has been or is to be 
withheld by the Trustee in 
accordance with 
Section 602
. 
(b)
 
The Trustee shall 
transmit by mail to 
all Holders of 
Registered Securities of any 
series, as 
their names and 
addresses appear in 
the Security Register 
and to 
all Holders who 
are 
entitled to receive reports 
pursuant to 
Section 704(3)
, a brief 
report with respect to 
the character 
and amount of 
any advances (and if 
the Trustee elects 
so to state, the 
circumstances surrounding 
the making 
thereof) made 
by the 
Trustee (as 
such) since 
the date 
of the 
last report 
transmitted 
pursuant to subsection (a) 
of this Section (or 
if no such report 
has yet been so 
transmitted, since the 
date of execution of this instrument) for the reimbursement of which it claims or may claim a lien 
or charge, prior to that of the Securities of such series, on property or funds held or collected by it 
as Trustee 
and which it 
has not 
previously reported pursuant 
to this 
subsection, except that 
the 
Trustee shall not 
be required (but may elect) 
to report such advances 
if such advances remaining 
unpaid at any time 
aggregate 10% or less 
of the principal amount 
of the Securities of 
such series 
Outstanding at such time, such report to be transmitted within 90 days 
after such time. 
(c)
 
A copy of each 
such report shall, at 
the time of such 
transmission to Holders, be 
filed by 
the Trustee 
with each 
stock exchange 
upon which 
any Securities 
are listed, 
with the 
Commission and with 
the Company. 
The Company will 
notify the Trustee 
in writing when 
any 
Securities are listed on any stock exchange. 
Section 704.
 
Reports by Company. 

The Company shall: 
1.
 
file with the Trustee, 
within 45 days after the 
Company is required to file 
the same 
with the Commission, 
copies of the 
annual reports and 
of the information, 
documents and other 
reports (or copies 
of such portions of 
any of the 
foregoing as the 
Commission may from time 
to 
time by 
rules and 
regulations prescribe) 
that the 
Company may 
be required 
to file 
with the 
Commission pursuant to Section 13 or 
Section 15(d) of the Securities 
Exchange Act of 1934; or, if 
the Company is 
not required to 
file information, documents 
or reports pursuant 
to either of 
said 
Sections, then 
it shall 
file with 
the Trustee 
and the 
Commission, in 
accordance with 
rules and 
regulations prescribed 
from time 
to time 
by the 
Commission, such 
of the 
supplementary and 
periodic information, documents 
and reports that 
may be required 
pursuant to Section 
13 of the 
Securities Exchange Act 
of 1934 in 
respect of a 
security listed and 
registered on a 
national securities 
exchange as may be prescribed from time to time in such rules and regulations; 
2.
 
file with the Trustee 
and the Commission, in accordance with 
rules and regulations 
prescribed by the Commission, such 
additional information, documents and 
reports with respect to 
compliance by the 
Company with the 
conditions and covenants 
of this Indenture 
as may be 
required 
from time to time by such rules and regulations; and 






 
 
- 44 - 
 
3.
 
transmit electronically or 
by mail 
to all 
Holders of 
Registered Securities, as 
their 
names and addresses appear in the 
Security Register, to such Holders of Unregistered 
Securities as 
have, within the two 
years preceding such transmission, 
filed their names and 
addresses with the 
Trustee for 
that purpose 
and to 
each Holder 
whose name and 
address is 
then preserved 
on the 
Trustee’s list pursuant to the first sentence 
of 
Section 702(a)
, within 30 days 
after the filing thereof 
with the Trustee, 
such summaries of any 
information, documents and reports 
required to be filed 
by the Company pursuant to paragraphs 
(1) and (2) of this Section 
as may be required by rules 
and 
regulations prescribed from time to time by the Commission. 
Delivery of such reports, information and documents to the Trustee hereunder is for informational 
purposes only and the Trustee’s 
receipt of such does not constitute constructive notice 
of any information 
contained  therein 
or  determinable 
from  information 
contained  therein, 
including  the 
Company’s 
compliance with any of its 
covenants hereunder (as to which the 
Trustee is entitled to 
rely exclusively on 
Officers’ Certificates or certificates delivered pursuant to 
Section 1006
). 
ARTICLE VIII 
 
CONSOLIDATION, MERGER, CONVEYANCE OR 
TRANSFER 
Section 801.
 
Company May Consolidate, Etc Only on Certain 
Terms.
 
The Company shall not 
consolidate with or merge into any other 
corporation or convey, transfer or 
lease all or substantially all of 
its properties and assets to any Person, unless: 
1.
 
the corporation formed by such consolidation or into which the Company 
is merged 
or the 
Person that 
acquires by 
conveyance, transfer 
or lease 
the properties 
and assets 
of the 
Company substantially as 
an entirety 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 satisfactory to 
the Trustee, the due and punctual payment of the 
principal of (and premium, if any) 
and interest, if 
any, on all 
the Outstanding Securities and the performance of every covenant of this 
Indenture on 
the part of the Company to be performed or observed; 
2.
 
immediately after giving 
effect to such transaction, no 
Event of Default and 
no event 
that, after notice or lapse of time 
or both, would become an Event of 
Default, shall have occurred 
and be continuing; 
3.
 
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 
such 
supplemental indenture comply with this Article and that all conditions precedent herein provided 
for relating to such transaction have been met. 
Section 802.
 
Successor Corporation 
Substituted. 

Upon any 
consolidation or 
merger or 
any 
conveyance, transfer 
or lease 
of all 
or substantially 
all the 
properties and 
assets of 
the Company 
in 
accordance with 
Section 801
, the successor 
corporation 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 corporation had been named as 
the Company herein and thereafter, 
in the case 
of a conveyance, transfer or 
lease of properties and assets 
of the Company substantially 
as an entirety, such 
conveyance, transfer or lease shall have the effect of releasing the 
Person named as the “Company” in the 
first paragraph of this 
instrument or any successor 
corporation which shall theretofore have 
become such 
in the manner prescribed in this Article from its liability as obligor and maker 
on any of the Securities. 






 
 
- 45 - 
 
ARTICLE IX 
 
SUPPLEMENTAL INDENTURES 
Section 901.
 
Supplemental Indentures Without Consent of Holders. 

Without the consent of any 
Holders, the Company 
and the 
Trustee, at 
any time and 
from time to 
time, may enter 
into one or 
more 
indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following 
purposes: 
1.
 
to evidence the succession of 
another Person to the Company 
and the assumption by 
any such successor of the covenants of the Company herein and 
in the Securities; or 
2.
 
to add to the 
covenants of the Company for 
the benefit of the 
Holders of all or 
any 
series of Securities, or any Tranche 
thereof (and if such covenants are to 
be for the benefit of less 
than all series of Securities, stating that such covenants are expressly being included solely for the 
benefit of such series), or to surrender any right or power herein 
conferred upon the Company; or 
3.
 
to add any additional Events of Default 
with respect to all or any series 
of Securities 
Outstanding hereunder; or 
4.
 
to add to or change any of the provisions of this Indenture to such extent as shall be 
necessary to 
permit or 
facilitate the 
issuance of 
Securities in 
bearer form, 
registrable or 
not 
registrable as to principal, and with or without interest coupons; or 
5.
 
to change or 
eliminate any of 
the provisions of 
this Indenture, or 
to add 
any new 
provision to this 
Indenture, in respect 
of one or 
more series or 
Tranches of 
Securities; provided, 
however, that any such 
change, elimination or addition (A) shall 
neither (i) apply to any 
Security 
Outstanding on the 
date of such 
indenture supplemental hereto 
nor (ii) 
modify the rights 
of the 
Holder of 
any such 
Security with 
respect to 
such provision 
in effect 
prior to 
the date 
of such 
indenture supplemental hereto or (B) shall become effective only 
when no Security of such series 
or Tranche remains Outstanding; or 
6.
 
to secure 
the Securities 
pursuant to 
the requirements 
of any 
covenant on 
liens in 
respect of such series of Securities or otherwise; or 
7.
 
to establish 
for the 
issuance of 
and establish the 
form or 
terms and 
conditions of 
Securities of any series 
or Tranche as 
permitted by Section 301, 
and to establish the 
form of any 
certificates required 
to be 
furnished pursuant 
to the 
terms of 
this Indenture 
or any 
series of 
Securities; or 
8.
 
to provide for uncertificated Securities in addition to or in place of all, or any series 
or Tranche of, certificated Securities; or 
9.
 
to evidence and provide for 
the acceptance of appointment hereunder by 
a separate 
or successor Trustee or co-trustee with respect to the Securities of 
one or more series and to add to 
or change any of 
the provisions of this 
Indenture as shall be necessary 
to provide for or 
facilitate 
the administration of the trusts hereunder 
by more than one Trustee, 
pursuant to the requirements 
of 
Section 611(b)
; or 
10.
 
to change 
any place 
or places 
where (a) 
the principal 
of or 
premium, if 
any, or 
interest, if any, 
on all or any series 
of Securities, or any Tranche 
thereof, shall be payable, (b) 
all 
or any series of Securities, or any Tranche thereof, may be surrendered for registration or transfer, 






 
 
- 46 - 
 
(c) all or any series of 
Securities, or any Tranche thereof, may 
be surrendered for exchange and (d) 
notices and demands to 
or upon the 
Company in respect of 
all or any series 
of Securities, or any 
Tranche thereof, and this Indenture may be served; 
11.
 
to cure any 
ambiguity, to 
correct or supplement 
any provision herein 
that may be 
defective or inconsistent with any other provision herein, provided such action shall not adversely 
affect the interests of the Holders of Securities of any series or Tranche in any material respect; or 
12.
 
to make any other provisions with respect to 
matters or questions arising under this 
Indenture, provided 
such action 
shall not 
adversely affect 
the interests 
of the 
Holders of 
any 
Securities of any series or Tranche Outstanding on the 
date of such indenture supplemental hereto. 
Without limiting the generality of 
the foregoing, if the Trust 
Indenture Act as in effect at 
the date 
of the execution and delivery of this Indenture or at any time 
thereafter becomes amended and 
(x)        if 
any such 
amendment requires 
one or 
more changes 
to any 
provisions hereof 
or the 
inclusion herein of any 
additional provisions, or by 
operation of law is 
deemed to effect such 
changes or 
incorporate such provisions 
by reference or 
otherwise, this Indenture 
shall be deemed 
to have been 
amended 
so as to 
conform to such amendment 
to the Trust 
Indenture Act, and the 
Company and the Trustee 
may, 
without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such 
changes or additional provisions; or 
(y)        if 
any such 
amendment permits 
one or 
more changes 
to, or 
the elimination 
of, any 
provisions hereof that, at the date hereof or 
at any time thereafter, are 
required by the Trust Indenture 
Act 
to be contained 
herein (or if it 
is no longer 
required by the TIA 
for the Indenture to 
contain one or more 
provisions), this Indenture 
shall be deemed 
to have been 
amended to effect 
such changes or 
elimination, 
and the 
Company and 
the Trustee 
may, without 
the consent 
of any 
Holders, enter 
into an 
indenture 
supplemental hereto to evidence such amendment hereof; or 
(z)        if, 
by reason of any such amendment, it 
shall be no longer necessary for 
this Indenture to 
contain one or 
more provisions that, at 
the date of 
the execution and 
delivery hereof, are required 
by the 
Trust Indenture Act to be contained herein, the Company and the Trustee 
may, without the consent of any 
Holders, enter into an indenture supplemental hereto to effect the elimination of such 
provisions. 
Section 902.
 
Supplemental Indentures With Consent of Holders.
 
(a)
 
Except as set forth in paragraph (c) 
below, with the consent 
of the Holders of not 
less than 
a majority 
in aggregate 
principal amount 
of the 
Senior Securities 
of all 
series then 
Outstanding (considered as one class), the Company, when authorized by a resolution of its Board 
of Directors (which resolution 
may provide general terms 
or parameters for 
such action and may 
provide that the specific terms 
of such action may be determined 
in accordance with or pursuant 
to 
a Company Order), 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 of the provisions of this 
Indenture or of any supplemental indenture or 
of modifying in 
any manner the 
rights of the 
Holders of the 
Securities of each 
such series or 
Tranche 
or of the Coupons appertaining to such 
Securities or of modifying in any manner the 
rights of the 
Holders of Securities 
of such series 
or Tranche 
under this Indenture; 
provided, however, 
that if 
there are 
Senior Securities 
of more 
than one 
series Outstanding 
hereunder and 
if a 
proposed 
supplemental indenture shall directly affect the rights of the Holders of Senior 
Securities of one or 
more, but less 
than all, of 
such series, then 
the consent only 
of the Holders 
of a majority 
in aggregate 
principal amount of the Outstanding Securities of all series so directly affected, considered as one 
class, shall be required; and provided, further, 
that if the Securities of any series have been 
issued 
in more than one 
Tranche and if the proposed 
supplemental indenture shall 
directly affect the rights 






 
 
- 47 - 
 
of the Holders 
of Senior Securities 
of one or 
more, but less 
than all, of 
such Tranches, 
then the 
consent only 
of the 
Holders of 
a majority 
in aggregate 
principal amount 
of the 
Outstanding 
Securities of all Tranches 
so directly affected, considered as one class, shall be required. 
(b)
 
Except as set forth in paragraph (c) 
below, with the consent 
of the Holders of not 
less than a majority in aggregate principal amount of the Subordinated Securities of all series then 
Outstanding (considered as one class), the Company, when authorized by a resolution of its Board 
of Directors (which resolution 
may provide general terms 
or parameters for 
such action and may 
provide that the specific terms 
of such action may be determined 
in accordance with or pursuant 
to 
a Company Order), 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 of the provisions of this 
Indenture or of any supplemental indenture or 
of modifying in any manner the rights of the Holders 
of the Securities of each such series or of 
the 
Coupons appertaining to such 
Securities or of modifying in 
any manner the rights 
of the Holders 
of Securities of 
such series or 
Tranche under 
this Indenture; provided, 
however, that if 
there are 
Subordinated  Securities  of  more 
than  one  series  Outstanding 
hereunder  and  if  a 
proposed 
supplemental indenture shall directly affect the rights of the Holders of Subordinated Securities of 
one or more, but less than all, of such series, then 
the consent only of the Holders of a majority in 
aggregate  principal  amount  of  the 
Outstanding  Securities  of  all  series 
so  directly  affected, 
considered as one class, shall be required; and provided, further, that if the Securities of 
any series 
have been 
issued in 
more than 
one Tranche 
and if 
the proposed 
supplemental indenture 
shall 
directly affect the rights of the 
Holders of Subordinated Securities of 
one or more, but less than 
all, 
of such Tranches, then the consent only 
of the Holders of a majority 
in aggregate principal amount 
of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be 
required. 
(c)
 
No such supplemental indenture 
or waiver shall, without 
the consent of the 
Holder 
of each Outstanding Security affected thereby, 
(i)
 
change the 
Stated Maturity 
of the 
principal of, 
or any 
installment of 
principal of or interest on, any Security, or reduce the principal 
amount thereof or the rate 
of interest thereon (or 
the amount of any 
installment of interest thereon) 
or any premium 
payable upon 
the redemption 
thereof, or 
change the 
method of 
calculating the 
rate of 
interest thereon, 
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 502, or 
change the coin 
or currency (or 
other property) in 
which, 
any Security 
or any 
premium or 
the interest 
thereon is 
payable, or 
impair the 
right to 
institute suit 
for the 
enforcement of 
any such 
payment on 
or after 
the Stated 
Maturity 
thereof (or, in 
the case of redemption, on 
or after the Redemption Date, 
or, in the 
case of 
repayment at the 
option of the 
Holders, on or 
after the Repayment Date), 
or modify any 
provisions of this 
Indenture with respect 
to the conversion 
or exchange of 
the Securities 
into Securities 
of another 
series or 
into any 
other debt 
or equity 
securities in 
a manner 
adverse to the Holders, or 
(ii)
 
reduce the percentage in 
principal amount of 
the Outstanding Securities 
of 
any series, or any Tranche 
thereof, the consent of whose Holders is 
required for any such 
supplemental indenture, 
or the 
consent of 
whose Holders 
is required 
for any 
waiver of 
compliance with certain provisions 
of this Indenture or 
certain defaults hereunder and 
their 
consequences provided for in this indenture, or 






 
 
- 48 - 
 
(iii)
 
modify any of the 
provisions of this 
Section, 
Section 513
 
or 
Section 1007
, 
except to increase 
any such percentage or 
to provide that 
certain other provisions of 
this 
Indenture cannot 
be modified 
or waived 
without the 
consent of 
the Holder 
of each 
Outstanding Security 
affected thereby, 
provided, however, 
that this 
clause shall 
not be 
deemed to require the 
consent of any Holder 
with respect to changes 
in the references to 
“the Trustee” and concomitant changes 
in this Section and 
Section 1007
, or the deletion 
of 
this proviso, in accordance with the requirements of 
Sections 611(b)
 
and 
901(9).
 
A supplemental 
indenture that 
changes or 
eliminates any 
covenant or 
other provision 
of this 
Indenture that 
has expressly 
been included 
solely for 
the benefit 
of one 
or more 
particular series 
of 
Securities, or one or more Tranches thereof, or that modifies the rights 
of the Holders of Securities of such 
series or Tranches with respect to such 
covenant or other provision, shall 
be deemed not to affect the 
rights 
under this Indenture of the Holders of Securities of any other series or Tranche. 
It shall not be 
necessary for any Act of 
Holders under this Section 
to approve the particular form 
of any proposed supplemental 
indenture, but it shall 
be sufficient if such 
Act shall approve the 
substance 
thereof. A waiver by a Holder of such 
Holder’s rights to consent under this Section shall 
be deemed to be 
a consent of such Holder. 
Section 903.
 
Execution of Supplemental 
Indentures
. 
In executing, or 
accepting the additional 
trusts created by, any supplemental 
indenture permitted by this Article or the modifications thereby of the 
trusts created by this Indenture, the 
Trustee shall be entitled to 
receive, and (subject 
to Section 601
) shall 
be fully 
protected in 
relying upon, 
an Officer’s 
Certificate and 
an Opinion 
of Counsel 
stating that 
the 
execution of 
such supplemental 
indenture is 
authorized or 
permitted by 
this Indenture 
and that 
such 
amendment, supplement 
or waiver 
is the 
legal, valid 
and binding 
obligation the 
Company, enforceable 
against it in accordance with its 
terms, subject to customary exceptions, and complies 
with the provisions 
hereof (including 
Section 905
). The 
Trustee may, 
but shall 
not be 
obligated to, 
enter into 
any such 
supplemental indenture that affects the 
Trustee’s own 
rights, duties or immunities under 
this Indenture or 
otherwise. 
Section 904.
 
Effect of 
Supplemental Indentures. 

Upon the 
execution of 
any supplemental 
indenture  under  this 
Article,  this  Indenture 
shall  be  modified 
in  accordance  therewith, 
and  such 
supplemental indenture shall form a part of this Indenture for all purposes; 
and every Holder of Securities 
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any 
supplemental 
indenture permitted by this 
Article may restate this 
Indenture in its entirety, 
and, upon the execution 
and 
delivery thereof, any 
such restatement shall 
supersede this Indenture 
as theretofore in 
effect for all 
purposes. 
Section 905.
 
Conformity With 
Trust Indenture 
Act. 

Every supplemental 
indenture executed 
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
Section 906.
 
Reference in 
Securities to Supplemental 
Indentures. 

Securities of any 
series, or 
any Tranche thereof, 
authenticated and delivered 
after the execution 
of any supplemental 
indenture pursuant 
to this Article may, and shall if required by the Trustee, bear a notation in form 
approved by the Trustee as 
to any matter provided for in 
such supplemental indenture. If the Company so determines, 
new Securities 
of any 
series, or 
any Tranche 
thereof, and 
any appertaining coupons 
so modified as 
to conform, in 
the 
opinion of the 
Trustee and the Company, to 
any such supplemental 
indenture may be 
prepared and executed 
by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of 
such series or Tranche and any appertaining coupons. 
Section 907.
 
Revocation and 
Effect of 
Consents. 

Until an 
amendment or 
waiver becomes 
effective, a 
consent to 
it by 
a Holder 
of a 
Security is 
a continuing 
consent by 
the Holder 
and every 
subsequent Holder of 
a Security or 
portion of a 
Security that evidences 
the same debt 
as the consenting 






 
 
- 49 - 
 
Holder’s Security, even if 
notation of the consent is not made on any Security. 
However, any such Holder 
or subsequent 
Holder may revoke 
the consent 
as to 
his Security 
or portion 
of a 
Security if 
the Trustee 
receives the 
notice of 
revocation before the 
date on 
which the 
Trustee receives 
an Officer’s 
Certificate 
certifying that the Holders 
of the requisite principal 
amount of Securities have 
consented to the amendment 
or waiver. 
After an amendment or 
waiver becomes effective, 
it shall bind 
every Holder of 
each series of 
Securities affected by such amendment or waiver. 
The Company may, but 
shall not be obligated to, fix 
a record date for the purpose 
of determining 
the Holders entitled to consent to any amendment 
or waiver. If a record date is fixed, then notwithstanding 
the provisions of 
the immediately preceding 
paragraph, those persons 
who were Holders 
at such record 
date 
(or their duly designated proxies), and only those 
persons, shall be entitled to consent to such 
amendment 
or waiver or to 
revoke any consent previously given, 
whether or not such 
persons continue to be Holders 
after such record date. 
After an amendment or waiver 
becomes effective it shall bind every 
Holder, unless it is of the type 
described in any of clauses (1) through (3) of 
Section 902(c)
. In such case, the amendment or waiver shall 
bind each Holder 
of a 
Security who has 
consented to it 
and every subsequent 
Holder of a 
Security that 
evidences the same debt as the consenting Holder’s Security. 
Section 908.
 
Modification Without Supplemental Indenture. 

If the terms 
of any particular series 
of Securities have 
been established in 
a Board Resolution 
or an Officer’s 
Certificate as contemplated by 
Section 301
, and not in 
an indenture supplemental hereto, 
additions to, changes in 
or the elimination of 
any 
of such terms may 
be effected by means of a 
supplemental Board Resolution or 
Officer’s Certificate, as the 
case may be, delivered to, and accepted by, the Trustee; 
provided, however, that such supplemental Board 
Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective unless all 
conditions set forth 
in this Indenture 
that would be 
required to be 
satisfied if such 
additions, changes or 
elimination were contained in 
a supplemental indenture shall 
have been appropriately satisfied. 
Upon the 
acceptance thereof by the 
Trustee, any such 
supplemental Board Resolution or 
Officer’s Certificate shall 
be deemed to be a “supplemental indenture” for purposes of 
Sections 904
 
and 
906
. 
ARTICLE X 
 
COVENANTS 
Section 1001.
 
Payment of Principal, Premium and Interest
. 
Subject to the following provisions, 
the Company will pay to the Trustee the amounts, in 
such coin or currency as is at the time 
legal tender for 
the payment of public or private debt, in the manner, at the times and 
for the purposes set forth herein and 
in the text of 
the Securities for 
each series, and 
the Company hereby 
authorizes and directs 
the Trustee from 
funds so paid 
to it to 
make or cause 
to be made 
payment of the 
principal of and 
premium, if any, and 
interest, 
if any, on the Securities and coupons of each 
series as set forth herein and 
in the text of such Securities 
and 
coupons. Unless otherwise provided in the Securities of a series, the Trustee will arrange directly 
with any 
Paying Agents for the payment, or the Trustee will make payment, from funds furnished by the Company, 
of the principal of and premium, 
if any, and interest, if any, on the Securities and coupons 
of each series by 
check or draft. If a payment date is 
not a Business Day, payment may be made on the next succeeding 
date 
that is a Business Day. 
Unless otherwise provided in the Securities of a series, interest, if any, on Registered Securities of 
a series shall be paid by check or draft on each Interest Payment Date for such series to the Holder thereof 
at the close of business 
on the relevant record 
dates specified in the 
Securities of such series. 
The Company 
may pay such 
interest by check 
or draft mailed 
to such Holder’s 
address as it 
appears on the 
register for 
Securities of such 
series. Unless otherwise 
provided in the 
Securities of a 
series, principal of 
Registered 
Securities shall be payable 
by check or draft 
and only against presentation 
and surrender of such 
Registered 






 
 
- 50 - 
 
Securities at the 
office of the Paying 
Agent, unless the Company 
shall have otherwise instructed 
the Trustee 
in writing. 
Unless otherwise 
provided in 
the Securities 
of a 
series, (i) 
interest, if 
any, on 
Unregistered 
Securities shall be 
paid by check 
or draft and 
only against presentation and 
surrender of the 
coupons for 
such interest installments 
as are evidenced 
thereby as they 
mature and (ii) 
original issue discount 
(as defined 
in Section 1273 
of the Code), if 
any, on 
Unregistered Securities shall be 
paid by check or 
draft and only 
against presentation and surrender of such Securities, in either case at the office of a Paying Agent located 
outside of the United States and 
its possessions, unless the Company has otherwise 
instructed the Trustee 
in an Officer’s Certificate. 
Unless otherwise provided 
in the Securities 
of a series, 
principal of and 
premium, 
if any, of Unregistered Securities 
shall be paid 
by check or 
draft and only 
against presentation and 
surrender 
of such Securities 
as provided in 
the Securities of 
a series. If 
at the time 
a payment of 
principal of and 
premium, if any, or interest, 
if any, or original issue discount, 
if any, on an Unregistered Security 
or coupon 
becomes due and the payment 
of the full amount 
so payable at the 
office or offices of all the 
Paying Agents 
outside the United States and 
its possessions is illegal or 
effectively precluded because of the imposition 
of 
exchange controls or other 
similar restrictions on the 
payment of such amount 
in United States currency, 
then the Company may instruct the Trustee in an Officer’s Certificate to make such payments at the office 
of a Paying Agent located in the United States. 
The Company hereby covenants and agrees that it 
shall not 
so instruct 
the Trustee 
with respect to 
payment in the 
United States if 
such payment would 
cause such 
Unregistered Security 
to be 
treated as 
a “registration 
-required obligation” 
under United 
States law 
and 
regulations. 
At the election of the 
Company, any payments by the Company 
provided for in this Indenture 
or in 
any of the Securities may be made by electronic funds transfer. 
Section 1002.
 
Maintenance of Office 
or Agency. 

The Company will 
maintain in each 
Place of 
Payment for 
any series 
of Securities, 
or any 
Tranche thereof, 
an office 
or agency 
where Registered 
Securities, or any Tranche thereof, 
of that series may 
be surrendered for registration 
of transfer or exchange 
and a Place of Payment where (subject to 
Sections 305
 
and 
307
) Securities may be presented for payment 
or exchange and 
where notices and 
demands to or 
upon the Company in 
respect of the 
Securities of that 
series and this Indenture may be served. With respect to 
any series of Securities issued in whole or in part 
as Unregistered Securities, the Company shall maintain one or more 
Paying 
Agents located outside 
the United States 
and its possessions 
and shall maintain 
such Paying Agents 
for a period 
of one year 
after the principal 
of such Unregistered 
Securities has become due 
and payable. 
During any 
period thereafter 
for which 
it is 
necessary in 
order to 
conform to 
United States 
tax law 
or 
regulations, the Company 
will maintain a 
Paying Agent outside 
the United States 
and its possessions 
to 
which the Unregistered Securities or coupons appertaining thereto may be presented for payment and will 
provide the necessary funds therefor to such Paying Agent upon reasonable notice. The Security Registrar 
shall keep 
a register 
with respect 
to each 
series of 
Securities issued 
in whole 
or in 
part as 
Registered 
Securities and to 
their transfer and 
exchange. The Company 
may appoint one 
or more co-Security 
Registrars 
acceptable to the Trustee 
and one or more 
additional Paying Agents for 
each series of Securities, 
and the 
Company may terminate the appointment 
of any co-Security Registrar 
or Paying Agent at 
any time upon 
written notice. The term 
“Security Registrar” includes any 
co-Security Registrar. The term “Paying 
Agent” 
includes any additional Paying 
Agent. The Company shall 
notify the Trustee 
of the name and 
address of 
any Agent not a party to 
this Indenture. Subject to 
Section 305
, if the Company 
fails to maintain a Security 
Registrar or Paying Agent, the Trustee 
shall act as such. 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 fails to 
maintain any such 
required office or 
agency or fails 
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 
its agent 
to receive 
all such 
presentations, surrenders, notices and demands. 






 
 
- 51 - 
 
The Company may also from 
time to time designate 
one or more other offices 
or agencies where 
the Securities of one or more series may be presented or surrendered for any or all such purposes and may 
from time to 
time rescind such 
designations; provided, however, that 
no such designation 
or rescission shall 
in any 
manner relieve 
the Company of 
its obligation 
to maintain 
an office 
or agency 
in each 
Place of 
Payment for Securities 
of any series 
for such purposes. The 
Company will give prompt 
written notice to 
the Trustee of any such designation or rescission 
and of any change in the location 
of any such other office 
or agency. 
In the 
case of 
Original Issue 
Discount Securities 
of a 
series, the 
Company shall, 
prior to 
any 
Redemption  Date  or any 
Repayment  Date applicable 
thereto,  furnish the 
Trustee  with an 
Officer’s 
Certificate stating 
the amount 
of principal 
to be 
paid to 
a Holder 
of $1,000 
principal amount 
of such 
Securities. 
Anything herein to the 
contrary notwithstanding, any 
office or agency required 
by this Section 
may 
be maintained at any office of the Company in which event the Company shall perform all functions to be 
performed at such office or agency. 
Section 1003.
 
Money for Securities 
Payments to Be 
Held in Trust. 
If the Company at 
any time 
acts as its own Paying Agent with respect to any series of Securities, 
or any Tranche thereof, it will, on or 
before each due date of the principal of (and premium, 
if any) or interest, if any, on any of such Securities, 
segregate and hold 
in trust for 
the benefit of 
the Persons entitled 
thereto a sum 
sufficient to pay the 
principal 
(and premium, if any) 
or interest so 
becoming due until such 
sums are paid to 
such Persons or otherwise 
disposed of as herein provided and will promptly notify the Trustee of its action or failure so to 
act. 
Whenever the Company has one or more 
Paying Agents for any series of Securities, 
it will, on or 
prior to (and 
if on, then 
before 11:00 a.m. 
(New York 
City time)) each 
due date of 
the principal of 
(and 
premium, if any) 
or interest, if 
any, on 
such Securities, deposit 
with a Paying Agent 
a sum sufficient 
(in 
immediately available funds, 
if payment is made 
on the due date) 
to pay the principal 
(and premium, if 
any) 
or interest so 
becoming due, such 
sum to be 
held in trust 
for the benefit 
of the Persons 
entitled to such 
principal, premium or interest, and (unless 
such Paying Agent is the Trustee) 
the Company will promptly 
notify the Trustee of its action or failure so to act. 
The Company will cause 
each Paying Agent for 
any series of Securities, 
or any Tranche 
thereof, 
other than the Trustee, 
to execute and deliver 
to the Trustee an 
instrument in which 
such Paying Agent 
shall 
agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
1.
 
hold all sums held by it for the payment of the principal of (and premium, if any) or 
interest, if any, on Securities 
of such series or 
Tranche in trust for the 
benefit of the 
Persons entitled 
thereto until such sums are paid to such Persons or otherwise disposed of as herein 
provided; 
2.
 
give the Trustee 
notice of any 
default by the 
Company (or any 
other obligor upon 
the Securities of such series or Tranche) in the making of any payment of principal 
(and premium, 
if any) or interest, if any, on the Securities of such series or Tranche; and 
3.
 
at any time during the 
continuance of any such 
default, upon the written request 
of 
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
The Company may at any time, for 
the purpose of obtaining the satisfaction and 
discharge of this 
Indenture or for 
any other purpose, 
pay, or by Company 
Order direct any 
Paying Agent to 
pay, to the Trustee 
all sums held in trust by the Company or such Paying 
Agent, such sums to be held by the Trustee upon the 
same trusts as those 
upon which such sums 
were held by the 
Company or such Paying 
Agent; and, upon 
such payment by 
any Paying Agent 
to the Trustee, 
such Paying Agent 
shall be released 
from all further 
liability with respect to such money. 






 
 
- 52 - 
 
Any money deposited with the Trustee or any Paying Agent, or received 
by the Trustee in respect 
of Eligible Obligations deposited 
with the Trustee 
pursuant to 
Section 401, 403
 
or 10
0
7, or then held 
by 
the Company, in 
trust for the payment of the principal 
of (and premium, if any) or 
interest, if any, 
on any 
Security of any series and remaining unclaimed for two 
years (or such shorter period for the return of such 
moneys to the Company under applicable abandoned property laws) after 
such principal (and premium, if 
any) or interest has 
become due and payable 
shall be paid to the 
Company on Company 
Request, or (if then 
held by the Company) shall 
be discharged from such trust; and 
the Holder of such Security 
shall thereafter, 
as an unsecured 
general creditor, 
look only to 
the Company for 
payment thereof, and 
all liability of 
the 
Trustee or such Paying Agent with respect to such trust money, 
and all liability of the Company as trustee 
thereof, shall 
thereupon cease; provided, 
however, that 
the Trustee 
or such 
Paying Agent, before 
being 
required to make any such repayment, may at 
the expense of the Company cause to 
be published once, in 
a newspaper published 
in the English language, 
customarily published on 
each Business Day 
and of general 
circulation in the 
Borough of Manhattan, 
The City of 
New York, notice that such 
money remains unclaimed 
and that, after 
a date specified 
therein, which shall 
not be less 
than 30 days 
from the date 
of such publication, 
any unclaimed balance of such money then remaining will be repaid to 
the Company. 
Section 1004.
 
Corporate Existence
. Subject to Article VIII, the Company will do 
or cause to be 
done all things necessary 
to preserve and keep 
in full force and 
effect its corporate existence, 
rights (charter 
and statutory) and franchises; provided, 
however, that the 
Company shall not be required 
to preserve any 
such right or franchise if, in the 
judgment of the Company, 
the preservation thereof is no longer desirable 
in the conduct of the business of 
the Company and the loss thereof is not 
disadvantageous in any material 
respect to the Holders of Securities of any series or Tranche in any material respect. 
Section 1005.
 
Defeasance of Certain 
Obligations
. 
The Company may 
omit to comply 
with its 
obligations under the covenants 
contained in 
Sections 1002, 1004
 
(except with respect to 
maintaining its 
corporate existence), 
1006
, 
1008
 
and 
Article VIII
 
with respect to any Security or Securities 
of any series 
or Tranche or any 
portion of the 
principal amount thereof 
(and in respect 
of any term, 
provision or condition 
set forth 
in the 
covenants or 
restrictions specified 
for such 
Securities pursuant 
to 
Section 301
, in 
any 
supplemental indenture, Board 
Resolution or Officer’s 
Certificate establishing such 
Security), provided that 
the following conditions shall have been satisfied: 
1.
 
With  reference 
to  this  Section, 
the  Company  has 
deposited  or  caused 
to  be 
irrevocably deposited (except as provided in 
Section 402
) with the Trustee 
as trust funds in trust, 
specifically pledged 
as security for, 
and dedicated 
solely to, 
the benefit 
of the 
Holders of 
such 
Securities or portions 
thereof, (i) money 
in an amount, 
or (ii) if 
Securities of such 
series are not 
subject to repayment at the 
option of Holders, (A) Eligible 
Obligations which 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 referred to in clause 
(x) or (y) of this subparagraph (1) 
money in 
an amount, 
or (B) 
a combination 
thereof, sufficient, 
in the 
opinion of 
a nationally 
recognized firm 
of independent 
certified public 
accountants expressed 
in a 
written certification 
thereof delivered to the 
Trustee, to pay and discharge 
(x) the principal of 
(and premium, if 
any) and 
each installment 
of principal 
(and premium, 
if any) 
and interest, 
if any, 
on the 
Outstanding 
Securities of such series or portions thereof on the Stated 
Maturity of such principal or installment 
of principal or premium 
or interest or to 
and including the 
Redemption Date irrevocably 
designated 
by the Company pursuant to subparagraph (7) of this Section and (y) 
any mandatory sinking fund 
payments applicable to the Securities 
of such series or 
portions thereof on the day 
on which such 
payments are due and payable in 
accordance with the terms of 
the Indenture and of such Securities 
or portions thereof; 






 
 
- 53 - 
 
2.
 
Such deposit shall not, as 
specified in an Opinion of 
Counsel, cause the Trustee with 
respect to the Securities of such series to have a conflicting interest as defined in 
Section 608
 
and 
for purposes of the Trust Indenture Act with respect to the Securities of such series; 
3.
 
Such deposit will not result in a breach or violation of, or constitute a default under, 
this Indenture or any other agreement or instrument to 
which the Company is a party or by 
which 
it is bound; 
4.
 
No Event of Default 
or event which with 
notice or lapse of 
time 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 no 
Event of Default specified in 
Section 501(6)
 
or 
(7)
 
shall have 
occurred at 
any time from 
the date 
of such 
deposit to the 
91st calendar day 
thereafter (it 
being 
understood that this condition to defeasance may 
not be satisfied until such 91st calendar day after 
the date of deposit); 
5.
 
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 
realize income, gain or loss 
for federal income 
tax purposes as a result of such 
deposit and defeasance of certain obligations 
and will be subject to 
federal income tax on 
the same amount and 
in the same manner 
and at the 
same times, as would 
have been the case if such deposit and defeasance had not occurred; 
6.
 
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 defeasance 
contemplated by this Section have been met; and 
7.
 
If  the  Company 
has  deposited  or 
caused  to  be 
deposited  money  or 
Eligible 
Obligations to pay or 
discharge the principal of 
(and premium, if any) and 
interest, if any, 
on the 
Outstanding Securities 
of such 
series or 
portion thereof 
to and 
including a 
Redemption Date 
pursuant to subparagraph 
(1) of this 
Section, such Redemption 
Date shall be irrevocably 
designated 
by a Board Resolution delivered to the Trustee on or prior to the date 
of deposit of such money or 
Eligible Obligations, and such 
Board Resolution shall be 
accompanied by an irrevocable 
Company 
Request that 
the Trustee 
give notice 
of such 
redemption in 
the name 
and at 
the expense 
of the 
Company not less than 
30 nor more 
than 60 days prior 
to such Redemption 
Date in accordance 
with 
Section 1104
. 
Section 1006.
 
Statement by 
Officers as 
to Default. 

The Company will 
deliver to 
the Trustee, 
within 120 days 
after the end 
of each fiscal 
year of the 
Company ending after 
the date hereof, 
a written 
statement, which need not 
comply with 
Section 102
, signed by 
the principal executive officer, the principal 
financial officer or the principal accounting officer of the Company stating, as to each signer thereof, 
that 
1.
 
a review of the 
activities of the Company 
during such year and 
of performance under 
this Indenture has been made under his supervision, and 
2.
 
to the best of his knowledge, based 
on such review, the Company has fulfilled all its 
obligations under 
this Indenture 
throughout such 
year, or, 
if there 
has been 
a default 
in the 
fulfillment of any such 
obligation, specifying each such default 
known to him and the 
nature and 
status thereof. 
Section 1007.
 
Waiver of Certain Covenants.
 






 
 
- 54 - 
 
(a)
 
The Company 
may omit 
in any 
particular instance 
to comply 
with any 
term, 
provision or condition set 
forth in (i) any 
additional covenants or restrictions 
specified with respect 
to the Senior 
Securities of any series, 
or any Tranche 
thereof, as contemplated by 
Section 301
 
if 
before the time for such compliance the Holders 
of not less than a majority in 
aggregate principal 
amount (or such larger 
proportion as may be 
required in respect of 
waiving a past default 
of any 
such additional covenant 
or restriction) of 
the Outstanding Securities 
of all series 
and Tranches 
with respect to which 
such covenant or restriction 
was so specified, considered 
as one class, by 
Act 
of such Holders, 
either waives such 
compliance in such 
instance or generally 
waive compliance 
with such term, 
provision or condition 
and (ii) 
Sections 1002, 1004, 1006
 
and 
1008
 
and 
Article 
VIII
 
if before the time for such compliance 
the Holders of at least a 
majority in principal amount 
of Senior Securities Outstanding under 
this Indenture by Act of 
such Holders, either waives such 
compliance in such instance 
or generally waive compliance 
with such term, provision 
or condition; 
but, in the case 
of (i) or (ii) 
of this paragraph (a), 
no such waiver shall 
extend to or affect such 
term, 
provision or condition 
except to the 
extent so expressly 
waived, and, until 
such waiver becomes 
effective, the obligations of the Company 
and the duties of the Trustee in respect 
of any such term, 
provision or condition shall remain in full force and effect. 
(b)
 
The Company 
may omit 
in any 
particular instance 
to comply 
with any 
term, 
provision or condition set 
forth in (i) any 
additional covenants or restrictions 
specified with respect 
to the Subordinated 
Securities of any 
series, or any Tranche 
thereof, as contemplated by 
Section 
301 if 
before the time 
for such 
compliance the Holders 
of not less 
than a 
majority in aggregate 
principal amount (or such larger proportion as 
may be required in respect of 
waiving a past default 
of any 
such additional 
covenant or 
restriction) of 
the Outstanding 
Securities of 
all series 
and 
Tranches with 
respect to which 
such covenant or 
restriction was so 
specified, considered as 
one 
class, by Act of such 
Holders, either waives such compliance in 
such instance or generally waive 
compliance with such 
term, provision or 
condition and (ii) 
Sections 1002, 1004, 
1006
 
and 
1008
 
and 
Article VIII 
if before 
the time 
for such 
compliance the 
Holders of 
at least 
a majority 
in 
principal amount 
of Subordinated 
Securities Outstanding 
under this 
Indenture by 
Act of 
such 
Holders, either waives such compliance in such instance or generally waive compliance with such 
term, provision or condition; 
but, in the case of 
(i) or (ii) of this 
paragraph (b), no such 
waiver shall 
extend to or affect such term, provision or 
condition except to the extent so expressly 
waived, and, 
until such waiver becomes effective, the obligations of the Company and the duties of the Trustee 
in respect of any such term, provision or condition shall remain in full 
force and effect. 
Section 1008.
 
Maintenance of Properties. 

The Company shall 
cause (or, with respect 
to property 
owned in 
common with others, 
make reasonable 
effort to 
cause) all its 
properties used or 
useful in 
the 
conduct of its 
business to be 
maintained and kept 
in good condition, 
repair and working 
order and shall 
cause (or, with 
respect to property owned 
in common with others, 
make reasonable effort to 
cause) to be 
made all necessary 
repairs, renewals, replacements, 
betterments and improvements 
thereof, all as, 
in the 
judgment of the Company, 
may be necessary so that 
the business carried on in 
connection therewith may 
be properly conducted; 
provided, however, that 
nothing in this 
Section shall prevent 
the Company from 
discontinuing, or causing the discontinuance of, 
the operation and maintenance of any 
of its properties if, 
in the judgment of the Company, such discontinuance (i) is desirable in the conduct of its business and (ii) 
will not adversely affect the interests of 
the Holders of Securities of any series or Tranche 
in any material 
respect. 






 
 
- 55 - 
 
ARTICLE XI 
 
REDEMPTION OF SECURITIES 
Section 1101.
 
Applicability of Article. 

Securities of any series, or 
any Tranche thereof, that 
are 
redeemable before their 
Stated Maturity (or, 
if the principal 
of the Securities 
of any series 
is payable in 
installments, the Stated 
Maturity of the 
final installment of 
the principal thereof) 
shall be redeemable 
in 
accordance with 
their terms 
and (except 
as otherwise 
specified as 
contemplated by 
Section 301
 
for 
Securities of any series or Tranche) in accordance with this Article. 
Section 1102.
 
Election to Redeem; 
Notice to Trustee. 

The election of 
the Company to 
redeem 
any Securities 
shall be 
evidenced by 
a Board 
Resolution or 
an Officer’s 
Certificate. In 
case of 
any 
redemption at the election of the Company of less than all the Securities of any series, the Company shall, 
at least 45 days prior to the Redemption Date fixed by the Company 
(unless a shorter notice is satisfactory 
to the 
Trustee), notify 
the Trustee 
in writing 
of such 
Redemption Date 
and of 
the principal 
amount of 
Securities of such series or Tranche to 
be redeemed. In the case 
of any redemption of Securities 
(a) prior to 
the expiration of any restriction on such redemption provided 
in the terms of such Securities or elsewhere 
in this Indenture, or 
(b) pursuant to an 
election of the Company that 
is subject to a 
condition specified in 
the terms of such Securities 
the Company shall furnish the 
Trustee with an Officer’s Certificate evidencing 
compliance with such restriction. 
Section 1103.
 
Selection by Trustee 
of Securities to Be 
Redeemed. 

If less than all 
the Securities 
of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be 
selected by 
the Trustee 
not more 
than 45 
days prior 
to the 
Redemption Date 
by the 
Trustee, from 
the 
Outstanding Securities of such series or Tranche 
not previously called for redemption, by such 
method as 
is provided for any 
particular series, or, in 
the absence of any 
such provision, by 
such method as the 
Trustee 
deems fair and 
appropriate and which may 
provide for the 
selection for redemption of 
portions (equal to 
the minimum 
authorized denomination 
for Securities 
of that 
series or 
Tranche or 
any integral 
multiple 
thereof) of the principal amount 
of Securities of such series 
or Tranche of 
a denomination larger than 
the 
minimum authorized denomination for 
Securities of that series 
or Tranche; provided, 
however, that if, 
as 
indicated in an Officer’s 
Certificate, the Company has 
offered to purchase 
all or any principal 
amount of 
the Securities then Outstanding 
of any series, or any 
Tranche thereof, and less than all of 
such Securities as 
to which such 
offer was made 
have been tendered 
to the Company 
for such purchase, 
the Trustee, 
if so 
directed by Company Order, shall select for redemption all or any principal amount of such Securities that 
have not been so tendered. 
The Trustee 
shall promptly 
notify the 
Company and 
the Security 
Registrar in 
writing of 
the 
Securities selected for 
redemption and, in 
the case of 
any Securities selected 
for partial redemption, 
the 
principal amount thereof to be redeemed. 
For all purposes of this 
Indenture, unless the context otherwise requires, all 
provisions relating to 
the redemption of Securities shall relate, in the case of any 
Securities redeemed or to be redeemed only in 
part, to the portion of the principal amount of such Securities that has been or 
is to be redeemed. 
Section 1104.
 
Notice of Redemption
. 
Unless otherwise specified 
as contemplated by 
Section 301 
with respect to any series of Securities, 
notice of redemption shall be given electronically or by 
first-class 
mail, postage prepaid, mailed not 
less than 30 nor more than 
60 days prior to the Redemption 
Date, to each 
Holder of Securities to be redeemed, at his address appearing in the Security 
Register. 
If Unregistered 
Securities are 
to be 
redeemed, notice 
of redemption 
shall be 
published in 
an 
Authorized Newspaper in The City 
of New York 
and, if such Securities to 
be redeemed are listed on 
any 
stock exchange outside of the United States, 
in the city in which such stock exchange 
is located, or in such 






 
 
- 56 - 
 
other city or cities as may be specified in 
the Securities, once in each of two different 
calendar weeks, the 
first publication to be not less than 30 nor more than 90 days before the 
redemption date. 
All notices of redemption shall state: 
1.
 
the Redemption Date, 
2.
 
the Redemption Price, or the formula 
pursuant to which the Redemption Price 
is to 
be determined if the Redemption Price cannot be determined at the time 
of notice is given, 
3.
 
if less than 
all the Outstanding 
Securities of any 
series or Tranche 
are to be 
redeemed, 
the identification (and, 
in the case 
of partial redemption, 
the principal amounts) 
of the particular 
Securities to be redeemed, and the portion of the principal amount of any Security to be redeemed 
in part and, in the case 
of any such Security of 
such series to be redeemed 
in part, that, on and 
after 
the Redemption Date, upon surrender of such Security, a new Security or Securities of such series 
in principal 
amount equal 
to the 
remaining unpaid 
principal amount 
thereof will 
be issued 
as 
provided in 
Section 1106
, 
4.
 
that on 
the Redemption Date 
the Redemption Price 
will become due 
and payable 
upon each such Security 
to be redeemed and, 
if applicable, that interest 
thereon will cease to 
accrue 
on and after said date, 
5.
 
the place 
or places 
where such 
Securities and 
all unmatured 
coupons are 
to be 
surrendered for payment of the Redemption Price and accrued interest, 
if any, 
6.
 
that the redemption is for a sinking fund, if such is the case, 
7.
 
the CUSIP numbers, if 
any, assigned to such Securities; 
provided however, that such 
notice may state 
that no representation is 
made as to 
the correctness of 
CUSIP numbers, and the 
redemption of such Securities 
shall not be affected 
by any defect in 
or omission of such 
number, 
and 
8.
 
such other matters as the Company shall deem desirable or appropriate. 
Unless otherwise specified 
with respect 
to any 
Securities in 
accordance with 
Section 301
, with 
respect to any notice of redemption 
of Securities at the election 
of the Company, unless, upon the giving 
of 
such notice, such Securities 
are deemed to have 
been paid in accordance 
with 
Section 401
, such notice may 
state that such 
redemption shall be 
conditional upon the 
receipt by the 
Paying Agent or 
Agents for such 
Securities, on or prior to 
the date fixed for such 
redemption, of money sufficient to 
pay the principal of and 
premium, if any, 
and interest, if 
any, on 
such Securities and that 
if such money has 
not been so 
received 
such notice shall be of no force or effect and the Company 
shall not be required to redeem such Securities. 
In the event that 
such notice of redemption 
contains such a condition 
and such money is 
not so received, 
the redemption shall 
not be made 
and within a 
reasonable time thereafter 
notice shall be 
given, in the 
manner 
in which the 
notice of redemption was 
given, that such 
money was not 
so received and 
such redemption 
was not required 
to be made, 
and the Paying 
Agent or Agents 
for the Securities 
otherwise to have 
been 
redeemed shall promptly return to the Holders thereof any 
of such Securities that had been surrendered for 
payment upon such redemption. 
Notice of redemption of Securities to be redeemed at the election of the Company, 
and any notice 
of non-satisfaction of 
a condition for 
redemption as aforesaid, 
shall be given 
by the Company 
or, at 
the 
Company’s request, by 
the Security Registrar in 
the name and at 
the expense of the 
Company. Notice of 
mandatory redemption of Securities 
shall be given by 
the Security Registrar in the 
name and at the expense 
of the Company. 






 
 
- 57 - 
 
Section 1105.
 
Securities Payable on Redemption Date. 

Notice of redemption having been given 
as aforesaid, 
and the 
conditions, if 
any, set 
forth in 
such notice 
having been 
satisfied, the 
Securities or 
portions thereof 
so to 
be redeemed 
shall, on 
the Redemption 
Date, become 
due and 
payable at 
the 
Redemption Price 
therein specified, 
and from 
and after 
such date 
(unless the 
Company defaults 
in the 
payment of 
the Redemption 
Price and 
accrued interest, 
if any) 
such Securities, 
or portions 
thereof, if 
interest-bearing, shall 
cease to 
bear interest. 
Upon surrender 
of any 
such Security 
for redemption 
in 
accordance with said notice, such Security or portion thereof together with all 
unmatured coupons, if any, 
shall be 
paid by 
the Company 
at the 
Redemption Price, 
together with 
accrued interest, 
if any, 
to the 
Redemption Date but in 
the case of Unregistered 
Securities installments of interest due 
on or prior to 
the 
Redemption Date will 
be payable to 
the bearers of 
the coupons for 
such interest by 
check or draft 
upon 
surrender of such coupons; provided, however, that installments of interest whose Stated Maturity is on or 
prior to the Redemption 
Date shall be payable 
to the Holders of 
such Securities, or one 
or more Predecessor 
Securities, registered as 
such at the 
close of business 
on the relevant 
Regular Record Dates 
according to 
their terms and the provisions of 
Section 307
. 
If any Security called 
for redemption shall not 
be so paid upon 
surrender thereof for redemption, 
the principal (and 
premium, if any) 
shall, until paid, 
bear interest from 
the Redemption Date 
at the rate 
prescribed therefor in the Security. 
Section 1106.
 
Securities Redeemed in 
Part
. 
Any Security that 
is to be 
redeemed only in 
part shall 
be surrendered 
at a 
Place of 
Payment therefor 
(with, if 
the Company 
or the 
Trustee so 
requires, due 
endorsement by, 
or a written 
instrument of transfer 
in form satisfactory 
to the Company and 
the Trustee 
duly executed by, 
the Holder thereof or his 
or her 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 any 
authorized denomination as 
requested by 
such Holder, 
and of 
like tenor 
and in 
aggregate principal 
amount equal 
to and 
in exchange 
for the 
unredeemed portion of the principal of the Security so surrendered. 
ARTICLE XII 
 
SINKING FUNDS 
Section 1201.
 
Applicability of Article. 

The provisions of this 
Article shall be applicable 
to any 
sinking fund 
for the 
retirement of 
Securities of 
any series, 
or any 
Tranche thereof, 
except as 
otherwise 
specified as contemplated by 
Section 301
 
for Securities of such series or Tranche. 
The minimum amount of any sinking fund payment provided for by the terms of Securities of any 
series, or 
any Tranche 
thereof, is 
herein referred 
to as 
a “mandatory 
sinking fund 
payment”, and 
any 
payment in excess of such 
minimum amount provided for by 
the terms of Securities of 
any series, or any 
Tranche thereof, is herein 
referred to as an “optional 
sinking fund payment”. If provided for 
by the terms 
of Securities of any series, 
or any Tranche 
thereof, the cash amount of 
any sinking fund payment may 
be 
subject to 
reduction as 
provided in 
Section 1202
. Each 
sinking fund 
payment shall 
be applied 
to the 
redemption of Securities 
of the series 
or Tranche in 
respect of which 
it was made 
as provided for 
by the 
terms of Securities of such series. 
Section 1202.
 
Satisfaction of Sinking 
Fund Payments With 
Securities. 

The Company (1) 
may 
deliver Outstanding Securities 
of a 
series or 
Tranche (other 
than any 
previously called 
for redemption) 
together, in the case of 
Unregistered Securities, with 
all unmatured coupons 
appertaining thereto, in respect 
of which a mandatory sinking fund payment is to be made and (2) may apply as a credit Securities of such 
series or Tranche 
that have been redeemed either 
at the election of 
the Company pursuant to the 
terms of 
such Securities or 
through the application 
of permitted optional 
sinking fund payments 
pursuant to the 
terms 
of such Securities, in each case 
in satisfaction of all or any part 
of any sinking fund payment with 
respect 






 
 
- 58 - 
 
to the Securities of such series required to 
be made pursuant to the terms of 
such Securities as provided for 
by the 
terms of 
such series, 
provided that 
such Securities 
have not 
been previously 
so credited. 
Such 
Securities shall be received and credited for 
such purpose by the Trustee at the Redemption 
Price specified 
in such Securities 
for redemption through 
operation of the 
sinking fund and 
the amount of 
such sinking 
fund payment shall be reduced accordingly. 
Section 1203.
 
Redemption of Securities 
for Sinking Fund. 

Not less than 
45 days prior 
to each 
sinking fund payment date 
for any series of 
Securities, or any Tranche 
thereof, the Company will 
deliver 
to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for 
that series or Tranche pursuant 
to the terms of 
that series, the portion 
thereof, if any, which is to 
be satisfied 
by payment of 
cash and 
the portion 
thereof, if 
any, which 
is to 
be satisfied 
by delivering and 
crediting 
Securities of that series pursuant 
to 
Section 1202
 
and will also deliver to 
the Trustee any Securities 
to be 
so delivered. If the Company has not 
delivered such Officer’s Certificate and, 
to the extent applicable, all 
such Securities, the next 
succeeding sinking fund 
payment for such series 
or Tranche shall be made 
entirely 
in cash 
in the 
amount of 
the mandatory sinking 
fund payment. Not 
less than 
30 days 
before each 
such 
sinking fund payment date 
the Trustee shall 
select the Securities 
to be redeemed upon 
such sinking fund 
payment date in 
the manner specified 
in 
Section 1103
 
and cause notice 
of the redemption 
thereof to be 
given in the 
name of and 
at the expense 
of the Company 
in the manner 
provided in 
Section 1104
. Such 
notice having been duly given, the redemption 
of such Securities shall be made upon 
the terms and in the 
manner stated in 
Sections 1105
 
and 
1106
. 
ARTICLE XIII 
 
REPAYMENT 
OF SECURITIES AT OPTION OF HOLDERS 
Section 1301.
 
Applicability of 
Article. 

Securities of 
any series 
or Tranche 
that are 
repayable 
before their Stated Maturity at the option of 
the Holders shall be repayable in accordance with their 
terms 
and (except 
as otherwise 
specified as 
contemplated by 
Section 301
 
for Securities 
of any 
series) in 
accordance with this Article. 
Section 1302.
 
Notice of 
Repayment Date. 

Notice of 
any Repayment 
Date with 
respect to 
Securities of any series or 
Tranche thereof shall be 
given by the Company not less 
than 45 nor more than 
60 days prior to 
such Repayment Date (or 
at such other times 
as may be specified 
for such repayment or 
repurchase pursuant 
to 
Section 301
 
of this 
Indenture) to 
each Holder 
of Securities 
of such 
series in 
accordance with 
Section 106
. 
The notice as to the Repayment Date shall state (unless otherwise specified for such repayment or 
repurchase pursuant to 
Section 301
 
of this Indenture): 
1.
 
the Repayment Date, which 
date shall be no earlier 
than 30 days and no 
later than 60 
days from the date on which such notice is mailed; 
2.
 
the principal amount of 
the Securities required to 
be repaid or repurchased 
and the 
Repayment Price (or the formula pursuant to which 
the Repayment Price is to be determined if 
the 
Repayment Price cannot be determined at the time the notice is given); 
3.
 
the place or 
places where such Securities 
are to be 
surrendered for payment of 
the 
Repayment Price, 
and accrued 
interest, if 
any, and 
the date 
by which 
Securities must 
be so 
surrendered in order to be repaid or repurchased; 
4.
 
that any 
Security not 
tendered or 
accepted for 
payment shall 
continue to 
accrue 
interest; 






 
 
- 59 - 
 
5.
 
that, unless the 
Company defaults in 
making such payment or 
the Paying Agent 
is 
prohibited from 
paying such 
money to 
the Holders 
on that 
date pursuant 
to the 
terms of 
this 
Indenture, Securities accepted for payment pursuant to any such offer of 
repayment or repurchase 
shall cease to accrue interest after the Repayment Date; 
6.
 
that Holders electing to 
have a Security repaid 
or purchased pursuant to 
such offer 
may elect to have all or any portion of such Security purchased; 
7.
 
that Holders electing to have a 
Security repaid or repurchased pursuant to any such 
offer shall be required to surrender the Security, with 
such customary documents of surrender and 
transfer as 
the Company 
may reasona 
bly request, 
duly completed, 
or transfer 
by book-entry 
transfer, to 
the Company or 
the Paying Agent 
at the 
address specified in 
the notice at 
least two 
Business Days prior to the Repayment Date; 
8.
 
that Holders shall 
be entitled to withdraw 
their election if 
the Company or 
the Paying 
Agent, as the case 
may be, receives, 
not later than the 
expiration of the offer 
to repay or repurchase, 
a telegram, 
facsimile transmission 
or letter 
setting forth 
the name 
of the 
Holder, the 
principal 
amount of 
the Security 
the Holder 
delivered for 
purchase and 
a statement 
that such 
Holder is 
withdrawing its election to have such Security purchased; 
9.
 
that, in the case of a repayment or repurchase of less than all Outstanding Securities 
of a series or Tranche thereof, the method of selection of 
Securities to be repaid or repurchased to 
be applied 
by the 
Trustee if 
the principal 
amount of 
properly tendered 
Securities exceeds 
the 
principal amount of the Securities to be repaid or repurchased; 
10.
 
that  Holders  whose  Securities are 
purchased  only  in  part  shall  be  issued  new 
Securities of 
the same 
series or 
Tranche thereof 
equal in 
principal amount 
to the 
unpurchased 
portion of the Securities surrendered (or transferred by book-entry 
transfer); and 
11.
 
the CUSIP 
or other 
identification number, 
if any, 
printed on 
the Securities 
being 
repurchased and that no representation 
is made as to the 
correctness or accuracy of the 
CUSIP or 
other identification number, if any, listed in such notice or printed on the Securities. 
Section 1303.
 
Securities Payable on Repayment Date. 

The form of option to elect repurchase or 
repayment having been delivered as specified 
in the form of Security for such 
series, the Securities of such 
series or Tranche so to be repaid (after application of the method of 
selection described pursuant to clause 
(9) of 
Section 1302
, if the principal amount 
of properly tendered Securities exceeds the 
principal amount 
of the Securities to be repaid 
or repurchased) shall, on the 
Repayment Date, become due 
and payable at the 
Repayment Price 
applicable thereto 
and from 
and after 
such date 
(unless the 
Company defaults 
in the 
payment of the 
Repayment Price and 
accrued interest) such 
Securities shall cease 
to bear interest. 
Upon 
surrender of any such 
Security for repayment in 
accordance with said notice, 
such Security shall be 
paid by 
the Company 
at the 
Repayment Price 
together with 
accrued interest, 
if any, 
to the 
Repayment Date; 
provided, however, that if 
a Security is repaid or 
repurchased on or after a Record 
Date but on or prior 
to 
the Stated Maturity of any installments 
of interest, then any accrued and 
unpaid interest due on such Stated 
Maturity shall be 
payable to the 
Holders of such 
Securities, or one 
or more Predecessor 
Securities, registered 
as such at the close of business on the 
relevant Record Dates according to their terms 
and the provisions of 
Section 307
. 
If any Security is not paid upon surrender thereof for repayment, the principal 
(and premium, if any) shall, 
until paid, bear interest from the Repayment Date at the rate prescribed 
therefor in such Security. 






 
 
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Section 1304.
 
Securities Repaid in Part. 

Any Security that by its terms may be repaid in part at 
the option of the Holder and that is to be repaid only 
in part shall be surrendered at any office or agency of 
the Company designated for that 
purpose pursuant to 
Section 1002
 
(with, if the Company 
or the Trustee so 
requires, due endorsement by, or 
a written instrument of transfer in form satisfactory to 
the Company and 
the Trustee duly executed by, the Holder thereof or his or her 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, as 
provided in 
Section 305
, of any 
authorized 
denomination as requested by such Holder, in aggregate principal amount equal to 
and in exchange for the 
unrepaid portion of the principal of the Security so surrendered. 
ARTICLE XIV 
 
MISCELLANEOUS 
Section 1401.
 
Trust Indenture 
Act Controls. 

If any provision of 
this Indenture limits, qualifies 
or conflicts with 
the duties imposed 
by Trust Indenture Act 
Section 318(c)
, the imposed 
duties shall control. 
Section 1402.
 
Force Majeure. 

In no event 
shall the Trustee 
be responsible or 
liable for any 
failure 
or delay in the 
performance of its obligations under 
this Indenture arising out of 
or caused by, 
directly or 
indirectly, forces 
beyond its 
reasonable control, 
including, without 
limitation, strikes, 
work stoppages, 
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of 
God,  and  interruptions,  loss  or  malfunctions  of  utilities,  communications  or  computer  (software  or 
hardware) services. 
Section 1403.
 
No Adverse Interpretation of Other Agreements. 

This Indenture may not be used 
to interpret any other indenture, loan or debt agreement of the Company or of 
any other Person. Any such 
indenture, loan or debt agreement may not be used to interpret this Indenture. 
Section 1404.
 
Severability. 

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. 
Section 1405.
 
Counterpart Originals. 

The parties 
may sign 
any  number of 
copies of 
this 
Indenture which, 
when taken 
together, shall 
constitute one 
instrument. Each 
signed copy 
shall be 
an 
original, but all of 
them together represent the same 
agreement. The exchange of copies 
of this Indenture 
and of signature pages 
by facsimile or PDF 
transmission shall constitute effective execution 
and delivery 
of this Indenture as to the parties hereto and may be used in lieu of 
the original Indenture for all purposes. 
Signatures of 
the parties 
hereto transmitted 
by facsimile 
or PDF 
shall be 
deemed to 
be their 
original 
signatures for all purposes. 
Section 1406.
 
Table of 
Contents, Headings, etc. 

The Table of 
Contents, Cross-Reference Table 
and headings of the Articles 
and Sections of this Indenture 
have been inserted for convenience 
of reference 
only, are not to be considered 
a part of this 
Indenture and shall in 
no way modify 
or restrict any of 
the terms 
or provisions hereof. 
Section 1407.
 
U.S.A. Patriot 
Act
. 
The parties 
hereto acknowledge 
that in 
accordance with 
Section 326 of the 
U.S.A. Patriot Act, the 
Trustee, like all 
financial institutions and in order 
to help fight 
the funding of 
terrorism and money laundering, 
is required to 
obtain, verify, 
and record information 
that 
identifies each person or 
legal entity that establishes 
a relationship or opens 
an account with the 
Trustee. 
The parties to 
this Indenture agree 
that they will 
provide the Trustee with 
such information as 
it may request 
in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 






 

 

 
 
- 61 - 
 
IN WITNESS WHEREOF, the 
parties hereto have caused this Indenture to be duly executed, 
and 
their respective corporate seals to be hereunto affixed and attested, all as of the date 
first above written. 
CORE MOLDING TECHNOLOGIES, INC. 
 
 
By 

 
[__________________] 
 
 
[_______________], as Trustee 
 
 
By 

 
[__________________]