exv4w7



 






Exhibit 4.7










McKESSON CORPORATION



and




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




Indenture




Dated as of [                    ], 2005




Debt Securities










 









 








CROSS REFERENCE SHEET*




Between




          Provisions of Trust Indenture Act (as defined herein) and Indenture, dated as of [                    ], 2005, between MCKESSON CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee:




	 	 	 	 	 
	SECTION OF THE ACT	 	SECTION OF INDENTURE
	310(a)(1) and (2)
	 	 	6.9	 
	310(a)(3) and (4)
	 	Inapplicable	 
	310(b)
	 	6.8 and 6.10(a), (b) and (d)	 
	310(c)
	 	Inapplicable	 
	311(a)
	 	 	6.14	 
	311(b)
	 	 	6.14	 
	311(c)
	 	Inapplicable	 
	312(a)
	 	4.1 and 4.2	 
	312(b)
	 	 	4.2	 
	312(c)
	 	 	4.2	 
	313(a)
	 	 	4.3	 
	313(b)(1)
	 	Inapplicable	 
	313(b)(2)
	 	 	4.3	 
	313(c)
	 	 	4.3, 5.11, 6.10, 6.11, 8.2	 
	 
	 	and 12.2	 
	313(d)
	 	 	4.3	 
	314(a)
	 	3.5 and 4.2	 
	314(b)
	 	Inapplicable	 
	314(c)(1) and (2)
	 	 	11.5	 
	314(c)(3)
	 	Inapplicable	 
	314(d)
	 	Inapplicable	 
	314(e)
	 	 	11.5	 
	314(f)
	 	Inapplicable	 
	315(a), (c) and (d)
	 	 	6.1	 
	315(b)
	 	 	5.11	 
	315(e)
	 	 	5.12	 
	316(a)(1)
	 	5.9 and 5.10	 
	316(a)(2)
	 	Not required	 
	316(a) (last sentence)
	 	 	7.4	 
	316(b)
	 	 	5.7	 
	317(a)
	 	 	5.2	 
	317(b)
	 	3.4(a) and (b)	 
	318(a)
	 	 	11.7	 












	* 	This Cross Reference Sheet is not part of the Indenture.




2









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I DEFINITIONS
	 	 	 	 
	 
	SECTION 1.1 CERTAIN TERMS DEFINED
	 	 	1	 
	 
	ARTICLE II SECURITIES
	 	 	 	 
	SECTION 2.1 FORMS GENERALLY
	 	 	7	 
	SECTION 2.2 FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	7	 
	SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	8	 
	SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES
	 	 	10	 
	SECTION 2.5 EXECUTION OF SECURITIES
	 	 	13	 
	SECTION 2.6 CERTIFICATE OF AUTHENTICATION
	 	 	13	 
	SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENT OF INTEREST
	 	 	13	 
	SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE
	 	 	14	 
	SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES
	 	 	18	 
	SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF
	 	 	19	 
	SECTION 2.11 TEMPORARY SECURITIES
	 	 	19	 
	SECTION 2.12 CUSIP NUMBERS
	 	 	19	 
	 
	ARTICLE III COVENANTS OF THE ISSUER
	 	 	 	 
	 
	SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST
	 	 	20	 
	SECTION 3.2 OFFICES FOR PAYMENTS, ETC
	 	 	20	 
	SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE
	 	 	21	 
	SECTION 3.4 PAYING AGENTS
	 	 	21	 
	SECTION 3.5 COMPLIANCE CERTIFICATES
	 	 	22	 
	SECTION 3.6 CORPORATE EXISTENCE
	 	 	22	 
	SECTION 3.7 LUXEMBOURG PUBLICATIONS
	 	 	23	 
	SECTION 3.8 CALCULATION OF ORIGINAL ISSUE DISCOUNT
	 	 	23	 
	 
	ARTICLE IV SECURITYHOLDER LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
	 	 	 	 
	 
	SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS
	 	 	23	 
	SECTION 4.2 REPORTS BY THE ISSUER
	 	 	23	 
	SECTION 4.3 REPORTS BY THE TRUSTEE
	 	 	24	 






i









 






	 	 	 	 	 
	 	 	PAGE
	ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	 	 
	 
	SECTION 5.1 EVENT OF DEFAULT DEFINED, ACCELERATION OF MATURITY; WAIVER OF DEFAULT
	 	 	24	 
	SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT
	 	 	28	 
	SECTION 5.3 APPLICATION OF PROCEEDS
	 	 	29	 
	SECTION 5.4 SUITS FOR ENFORCEMENT
	 	 	31	 
	SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS
	 	 	31	 
	SECTION 5.6 LIMITATIONS ON SUITS BY SECURITY HOLDERS
	 	 	31	 
	SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS
	 	 	31	 
	SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT
	 	 	32	 
	SECTION 5.9 CONTROL BY HOLDERS OF SECURITIES
	 	 	32	 
	SECTION 5.10 WAIVER OF PAST DEFAULTS
	 	 	32	 
	SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES
	 	 	33	 
	SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS
	 	 	33	 
	 
	ARTICLE VI CONCERNING THE TRUSTEE
	 	 	 	 
	 
	SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT
	 	 	34	 
	SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE
	 	 	35	 
	SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF
	 	 	36	 
	SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS; COLLECTIONS, ETC.
	 	 	36	 
	SECTION 6.5 MONEYS HELD BY TRUSTEE
	 	 	37	 
	SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM
	 	 	37	 
	SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICER’S CERTIFICATE, ETC.
	 	 	37	 
	SECTION 6.8 INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE
	 	 	38	 
	SECTION 6.9 QUALIFICATION OF TRUSTEE: CONFLICTING INTERESTS
	 	 	38	 
	SECTION 6.10 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE
	 	 	38	 
	SECTION 6.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE
	 	 	38	 
	SECTION 6.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE
	 	 	40	 






ii 









 






	 	 	 	 	 
	 	 	PAGE
	SECTION 6.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE
	 	 	41	 
	SECTION 6.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER
	 	 	41	 
	SECTION 6.15 APPOINTMENT OF AUTHENTICATING AGENT
	 	 	42	 
	 
	ARTICLE VII CONCERNING THE SECURITYHOLDERS
	 	 	 	 
	 
	SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS
	 	 	43	 
	SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES
	 	 	43	 
	SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS
	 	 	43	 
	SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING
	 	 	43	 
	SECTION 7.5 RIGHT OF REVOCATION OF ACTION TAKEN
	 	 	44	 
	 
	ARTICLE VIII SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS
	 	 	44	 
	SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS
	 	 	45	 
	SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE
	 	 	47	 
	SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE
	 	 	48	 
	SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES
	 	 	48	 
	 
	ARTICLE IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 	 	 
	 
	SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS
	 	 	48	 
	SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED
	 	 	48	 
	SECTION 9.3 OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE
	 	 	49	 
	 
	ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	 	 	 	 
	 
	SECTION 10.1 SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	49	 
	SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF SECURITIES
	 	 	52	 
	SECTION 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT
	 	 	52	 
	SECTION 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS
	 	 	53	 
	SECTION 10.5 INDEMNITY FOR U.S. GOVERNMENT OF OBLIGATIONS
	 	 	53	 
	SECTION 10.6 EFFECT ON SUBORDINATION PROVISIONS
	 	 	53	 






iii 









 






	 	 	 	 	 
	 	 	PAGE
	ARTICLE XI MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	SECTION 11.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY
	 	 	54	 
	SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES AND COUPONS
	 	 	54	 
	SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE
	 	 	54	 
	SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF SECURITIES AND COUPONS
	 	 	54	 
	SECTION 11.5 OFFICER’S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN
	 	 	55	 
	SECTION 11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS
	 	 	56	 
	SECTION 11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT
	 	 	56	 
	SECTION 11.8 NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL
	 	 	56	 
	SECTION 11.9 COUNTERPARTS
	 	 	57	 
	SECTION 11.10 EFFECT OF HEADINGS
	 	 	57	 
	SECTION 11.11 SECURITIES IN A FOREIGN CURRENCY
	 	 	57	 
	SECTION 11.12 JUDGMENT CURRENCY
	 	 	57	 
	SECTION 11.13 AGREEMENT TO SUBORDINATE
	 	 	58	 
	SECTION 11.14 FORCE MAJEURE
	 	 	58	 
	 
	ARTICLE XII REDEMPTION OF SECURITIES AND SINKING FUNDS
	 	 	 	 
	 
	SECTION 12.1 APPLICABILITY OF ARTICLE
	 	 	58	 
	SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS
	 	 	59	 
	SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION
	 	 	60	 
	SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION
	 	 	61	 
	SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS
	 	 	61	 






iv 









 






          THIS INDENTURE, dated as of [                    ], by and between MCKESSON CORPORATION, a
Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national
banking association, as trustee (the “Trustee”),




WITNESSETH:




          WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture;




          WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and administration of the Securities;
and




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




          NOW, THEREFORE:




          In consideration of the premises and the purchases of the Securities by the holders thereof,
the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities and of the coupons, if any, appertaining
thereto as follows:




ARTICLE I




DEFINITIONS




          SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as otherwise expressly
provided or unless the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section.
All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), or the definitions of which in the Securities Act of 1933, as
amended (the “Securities Act”), are referred to in the Trust Indenture Act, including terms defined
therein by reference to the Securities Act (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meaning assigned to such terms in the Trust
Indenture Act and in the Securities Act as in effect from time to time. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted at the time of any computation unless a
different time shall be specified with respect to such series of Securities as provided for in
Section 2.3. The words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other subdivision. The
terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular.




1









 








          “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act or
any successor provision.




          “Authenticating Agent” shall have the meaning set forth in Section 6.15.




          “Authorized Newspaper” means a newspaper (which, in the case of The City of New York, will, if
practicable, be The Wall Street Journal (Eastern Edition), in the case of the United Kingdom of
Great Britain and Northern Ireland (the “United Kingdom”), will, if practicable, be The Financial
Times (London Edition) and, in the case of the Grand Duchy of Luxembourg (“Luxembourg”), will, if
practicable, be the Luxemburger Wort) published in an official or common language of the country of
publication customarily published at least once a day for at least five days in each calendar week
and of general circulation in The City of New York, the United Kingdom or Luxembourg, as
applicable. If it shall be impractical in the opinion of the Trustee to make any publication of
any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof which is made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.




          “Board of Directors” means either the Board of Directors of the Issuer or any committee of
such Board duly authorized to act on its behalf.




          “Board Resolution” means a copy of one or more resolutions, certified by the secretary or an
assistant secretary of the Issuer to have been duly adopted or consented to by the Board of
Directors and to be in full force and effect, and delivered to the Trustee.




          “Business Day” means, with respect to any Security, a day that is not a day on which banking
institutions in the city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, are authorized or required by any applicable law or
regulation to be closed.




          “Capital Stock” means, with respect to any corporation, any and all shares, interests, rights
to purchase (other than convertible or exchangeable indebtedness that is not itself otherwise
capital stock), warrants, options, participations or other equivalents of or interests (however
designated) in stock issued by that corporation.




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




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




          “Coupon” means any interest coupon appertaining to an Unregistered Security.




          “Covenant Defeasance” shall have the meaning set forth in Section 10.1(C).




2









 








          “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of one or more Registered Global Securities, the Person designated as Depositary by the Issuer
pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each
Person who is then a Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any such series shall mean the Depositary
with respect to the Registered Global Securities of that series.




          “Dollar” or “$” means the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.




          “Equity Interests” means Capital Stock or partnership, participation or membership interests
and all warrants, options or other rights to acquire Capital Stock or partnership, participation or
membership interests (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock or partnership, participation or membership interests).




          “Event of Default” means any event or condition specified as such in Section 5.1.




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




          “Fair Value” when used with respect to any Voting Equity Interests of the Issuer means the
fair value as determined in good faith by the Board of Directors of the Issuer.




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




          “Holder,” “Holder of Securities,” “Securityholder” or any other similar terms mean (a) in the
case of any Registered Security, the person in whose name such Security is registered in the
security register kept by the Issuer for that purpose in accordance with the terms hereof, and (b)
in the case of any Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.




          “Indenture” means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and shall include the forms
and terms of particular series of Securities established as contemplated hereunder, provided, that,
if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall
mean, with respect to one or more series of Securities for which such person is trustee, this
instrument as originally executed and delivered or, if amended or supplemented as herein provided,
as so amended or supplemented or both, and shall include the forms and terms of those particular
series of Securities for which such Person is Trustee established as contemplated hereunder,
exclusive, however, of any provisions or terms which relate solely to other series of Securities
for which such person is not Trustee, regardless of when such terms or provisions were adopted.




3









 








          “IRS” means the Internal Revenue Service of the United States Department of the Treasury, or
any successor entity.




          “Issuer” means (except as otherwise provided in Article IX) McKesson Corporation, a Delaware
corporation, and, subject to Article IX, its successors and assigns.




          “Issuer Order” means a written statement, request or order of the Issuer signed in its name by
the chairman of the Board of Directors, the president, any vice president or the treasurer of the
Issuer.




          “Judgment Currency” has the meaning set forth in Section 11.12.




          “Non-U.S. Person” means any person that is not a “U.S. person” as such term is defined in Rule
902 of the Securities Act.




          “Officer’s Certificate” means a certificate signed by the chairman of the Board of Directors,
the president or any vice president or the treasurer of the Issuer and delivered to the Trustee.
Each such certificate shall comply with Section 314 of the Trust Indenture Act and include the
statements provided for in Section 11.5.




          “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of the Issuer or other counsel satisfactory to the Trustee. Each such opinion shall
comply with Section 314 of the Trust Indenture Act and include the statements provided for in
Section 11.5.




          “Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date
of such Security or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or substitution.




          “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 5.1.




          “Outstanding” (except as otherwise provided in Section 7.4), when used with reference to
Securities, means, subject to the provisions of Section 7.4, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture, except:





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




     (b) Securities, or portions thereof, for the payment or redemption of which moneys or
U.S. Government Obligations (as provided for in Section 10.1) in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other than the
Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the
Holders of such Securities (if the Issuer shall act as its own paying agent), provided, that
if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as herein provided, or provisions
satisfactory to the Trustee shall have been made for giving such notice; and



4









 






     (c) Securities which shall have been paid or in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of Section 2.9 (except
with respect to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a person in whose hands such Security is a legal, valid and
binding obligation of the Issuer).



          In determining whether the Holders of the requisite principal amount of Outstanding Securities
of any or all series have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.1.




          “Periodic Offering” means an offering of Securities of a series from time to time, 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 Issuer or its agents upon the issuance of such
Securities.




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




          “principal” whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any,” provided, however, that such inclusion
of premium, if any, shall under no circumstances result in the double counting of such premium for
the purpose of any calculation required hereunder.




          “record date” shall have the meaning set forth in Section 2.7.




          “Registered Global Security” means a Security evidencing all or a part of a series of
Registered Securities, issued to the Depositary for such series in accordance with Section 2.4, and
bearing the legend prescribed in Section 2.4 and any other legend required by the Depositary for
such series.




          “Registered Security” means any Security registered on the Security register of the Issuer.




          “Required Currency” shall have the meaning set forth in Section 11.12.




          “Responsible Officer” when used with respect to the Trustee means any vice president (whether
or not designated by numbers or words added before or after the title “Vice President”), any
assistant trust officer, any assistant vice president, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture.




5









 








          “Security” or “Securities” (except as otherwise provided in Section 7.4) has the meaning
stated in the first recital of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.




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




          “Senior Indebtedness”, when used with respect to the Subordinated Securities of any series,
shall have the meaning established pursuant to Subsection 2.3(9) with respect to the Subordinated
Securities of such series.




          “Senior Securities” means Securities other than Subordinated Securities.




          “Subordinated Securities” means Securities that by the terms established pursuant to
Subsection 2.3(9) are subordinated in right of payment to Senior Indebtedness of the Issuer.




          “Subordination Provisions”, when used with respect to the Subordinated Securities of any
series, shall have the meaning established pursuant to Subsection 2.3(9) with respect to the
Subordinated Securities of such series.




          “Subsidiary,” with respect to any Person, means (i) a corporation a majority of whose Voting
Equity Interests is at the time, directly or indirectly, owned by such Person, by such Person and
one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, (ii) any
other Person (other than a corporation) in which such Person, one or more Subsidiaries of such
Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the
date of determination thereof has at least majority ownership interest, or (iii) a partnership in
which such Person or a Subsidiary of such Person is, at the time, a general partner.




          “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article VI, shall also include any successor trustee. “Trustee” shall also
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 the Securities of such series.




          “Unregistered Security” means any Security other than a Registered Security.




          “U.S. Government Obligations” shall have the meaning set forth in Section 10.1(A).




          “Voting Equity Interests” means Equity Interests which at the time are entitled to vote in the
election of, as applicable, directors, members or partners generally; provided, that, for the
purposes hereof, Equity Interests that carry only the right to vote conditionally on the happening
of an event shall not be considered Voting Equity Interests whether or not such event shall have
happened.




          “Yield to Maturity” means the yield to maturity on a series of securities, calculated at the
time of issuance of such series, or, if applicable, at the most recent




6









 








redetermination of interest on such series, and calculated in accordance with accepted
financial practice.




ARTICLE II




SECURITIES




          SECTION 2.1 FORMS GENERALLY. The Securities of each series and the Coupons, if any, to be
attached thereto shall be substantially in such form (not inconsistent with this Indenture) as
shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board
Resolution or, to the extent established pursuant to but not set forth in a Board Resolution, an
Officer’s Certificate detailing such establishment) 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 imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of
this Indenture, as may be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as evidenced by their
execution of such Securities and Coupons.




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




          SECTION 2.2 FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s certificate of
authentication on all Securities shall be in substantially the following form:




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




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

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signatory”






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




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



	 	 	 
	

	 	 
	 

	 	as Authenticating Agent






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	 	By
	

	 	 
	

	 	Authorized Signatory”






          SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in or pursuant
to one or more Board Resolutions (and to the extent established pursuant to but not set forth in a
Board Resolution, in an Officer’s Certificate detailing such establishment) or established in one
or more indentures supplemental hereto, prior to the initial issuance of Securities of any series,





     (1) the designation of the Securities of the series, which shall distinguish the
Securities of the series from the Securities of all other series, and which may be part of a
series of Securities previously issued;




     (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 2.8, 2.9, 2.11, 8.5 or 12.3);




     (3) if other than Dollars, the Foreign Currency or Foreign Currencies in which the
Securities of the series are denominated;




     (4) the date or dates on which the principal of the Securities of the series is payable
or the method of determination thereof;




     (5) the rate or rates at which the Securities of the series shall bear interest, if
any, the date or dates from which such interest shall accrue, on which such interest shall
be payable, the terms and conditions of any deferral of interest and the additional
interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment
periods and the duration of the extensions and (in the case of Registered Securities) the
date or dates on which a record shall be taken for the determination of Holders to whom
interest is payable and/or the method by which such rate or rates or date or dates shall be
determined;




     (6) the place or places where and the manner in which, the principal of and any
interest on Securities of the series shall be payable, if other than as provided in Section
3.2;




     (7) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its
option and the period or periods within which, or the date or dates on which, the price or
prices at which and any terms and conditions upon which Securities of the series may be so
redeemed, pursuant to any sinking fund or otherwise;



8









 






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




     (9) if the Securities of such series are Subordinated Securities, the terms pursuant to
which the Securities of such series will be made subordinate in right of payment to Senior
Indebtedness and the definition of such Senior Indebtedness with respect to such series (in
the absence of an express statement to the effect that the Securities of such series are
subordinate in right of payment to all such Senior Indebtedness, the Securities of such
series shall not be subordinate to Senior Indebtedness and shall not constitute Subordinated
Securities); and, in the event that the Securities of such series are Subordinated
Securities, such Board Resolution, Officer’s Certificate or supplemental indenture, as the
case may be, establishing the terms of such series shall expressly state which articles,
sections or other provisions thereof constitute the “Subordination Provisions” with respect
to the Securities of such series;




     (10) if other than denominations of $1,000 and any integral multiple thereof in the
case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities,
the denominations in which Securities of the series shall be issuable;




     (11) the percentage of the principal amount at which the Securities will be issued,
and, if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the
maturity thereof and the terms and conditions of any acceleration;




     (12) if other than the coin, currency or currencies in which the Securities of the
series are denominated, the coin, currency or currencies in which payment of the principal
of or interest on the Securities of such series shall be payable, including composite
currencies or currency units;




     (13) if the principal of or interest on the Securities of the series are to be payable,
at the election of the Issuer or a Holder thereof, in a coin or currency other than that in
which the Securities are denominated, the period or periods within which, and the terms and
conditions upon which, such election may be made;




     (14) if the amount of payments of principal of and interest on the Securities of the
series may be determined with reference to an index or formula based on a coin, currency,
composite currency or currency unit other than that in which the Securities of the series
are denominated, the manner in which such amounts shall be determined;




     (15) whether the Securities of the series will be issuable as Registered Securities
(and if so, whether such Securities will be issuable as Registered Global Securities) or
Unregistered Securities (with or without Coupons), or any combination of the foregoing, any
restrictions applicable to the offer, sale or delivery of Unregistered



9









 






Securities or the
payment of interest thereon and, if other than as provided in Section 2.8, the terms upon
which Unregistered Securities of any series may be exchanged for Registered Securities of
such series and vice versa;




     (16) whether and under what circumstances the Issuer will pay additional amounts on the
Securities of the series held by a person who is not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the Issuer will
have the option to redeem the Securities of the series rather than pay such additional
amounts;




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




     (18) any trustees, depositaries, authenticating or paying agents, transfer agents or
registrars of any other agents with respect to the Securities of such series;




     (19) any deletion from, modification of or addition to the Events of Default or
covenants with respect to the Securities of such series;




     (20) if the Securities of the series are to be convertible into or exchangeable for any
other security or property of the Issuer, including, without limitation, securities of
another Person held by the Issuer or its Affiliates and, if so, the terms thereof; and




     (21) any other terms of the series.



          All Securities of any one series and Coupons, if any, appertaining thereto shall be
substantially identical, except in the case of Registered Securities as to denomination and except
as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate
referred to above or as set forth in any indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time without consent of
any Holder, consistent with the terms of this Indenture, if so provided by or pursuant to such
Board Resolution, such Officer’s Certificate or in any indenture supplemental hereto.




          SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. The Issuer may deliver Securities of
any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the
Trustee for authentication together
with the applicable documents referred to below in this Section 2.4, and the Trustee shall
thereupon authenticate and deliver such Securities and Coupons, if any, to or upon the order of the
Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be specified from time to time
by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of
the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer
Order may authorize authentication and delivery pursuant to oral or electronic instructions from
the Issuer or its duly authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing. In authenticating such Securities and accepting the additional
responsibilities under this Indenture




10









 








in relation to such Securities, the Trustee shall be entitled
to receive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the
first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject
to Section 6.1) shall be fully protected in conclusively relying upon, the following enumerated
documents unless and until such documents have been superseded or revoked:





     (1) an Issuer Order requesting such authentication and setting forth delivery
instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer,
provided that, with respect to Securities of a series subject to a Periodic Offering, (a)
such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the
Trustee of such Securities for authentication and delivery, (b) the Trustee shall
authenticate and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount established for
such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee
as may be specified from time to time by an Issuer Order, (c) the maturity date or dates,
original issue date or dates, interest rate or rates and any other terms of Securities of
such series shall be determined by an Issuer Order or pursuant to such procedures and (d) if
provided for in such procedures, such Issuer Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or
agents, which instructions, if oral, shall be promptly confirmed in writing;




     (2) any Board Resolution, Officer’s Certificate and/or executed supplemental indenture
referred to in Section 2.1 and 2.3 by or pursuant to which the forms and terms of the
Securities and Coupons, if any, were established;




     (3) an Officer’s Certificate setting forth the form or forms and terms of the
Securities and Coupons, if any, stating that the form or forms and terms of the Securities
and Coupons, if any, have been established pursuant to Sections 2.1 and 2.3 and comply with
this Indenture, and covering such other matters as the Trustee may reasonably request; and




     (4) At the option of the Issuer, either one or more Opinions of Counsel, or a letter
addressed to the Trustee permitting it to rely on one or more Opinions of Counsel,
substantially to the effect that:




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




     (b) in the case of an underwritten offering, the terms of the Securities have
been duly authorized and established in conformity with the provisions of this
Indenture, and, in the case of an offering that is not underwritten, certain terms
of the Securities have been established pursuant to a Board Resolution, an Officer’s
Certificate or a supplemental indenture in accordance with this Indenture, and when
such other terms as are to be established pursuant to procedures set forth in an
Issuer Order shall have been established, all such terms will have been



11









 






duly
authorized by the Issuer and will have been established in conformity with the
provisions of this Indenture;




     (c) such Securities and Coupons, if any, when executed by the Issuer and
authenticated by the Trustee in accordance with the provisions of this Indenture and
delivered to and duly paid for by the purchasers thereof, and subject to any
conditions specified in such Opinion of Counsel, will have been duly issued under
this Indenture, will be entitled to the benefits of this Indenture, and will be
valid and binding obligations of the Issuer, enforceable in accordance with their
respective terms except as the enforceability thereof may be limited by (i)
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer
or similar laws affecting creditors’ rights generally, (ii) rights of acceleration,
if any, and (iii) the availability of equitable remedies may be limited by equitable
principles of general applicability and such counsel need express no opinion with
regard to the enforceability of Section 6.6 or of a judgment denominated in a
currency other than Dollars; and




     (d) all conditions precedent to the issuance and authentication of the
Securities by the Company have been complied with.



          In rendering such opinions, any counsel may qualify any opinions as to enforceability by
stating that such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and
remedies of creditors and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Any counsel may state that such
opinions are limited to matters arising under the laws of the State of New York and the General
Corporation Law of the State of Delaware. Such counsel may rely upon opinions of other counsel
(copies of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in
which case the opinion shall state that such counsel believes he and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has
relied, to the extent he deems proper, upon certificates of officers of the Issuer and its
subsidiaries and certificates of public officials.




          The Trustee shall have the right to decline to authenticate and deliver any Securities under
this section if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken by the Issuer or if the Trustee in good faith by its board of directors or
board of trustees, executive committee or a trust committee of directors or trustees shall
determine that such action would expose the Trustee to personal liability to existing Holders or
would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or
otherwise.




          If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to
be issued in the form of one or more Registered Global Securities, then the Issuer shall execute
and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such
series, authenticate and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of




12









 








the
Depositary for such Registered Global Security or Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or delivered or held pursuant to such
Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:
“Unless and until it is exchanged in whole or in part for Securities in definitive registered form,
this Security may not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.”




          Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at
all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.




          SECTION 2.5 EXECUTION OF SECURITIES. The Securities and each Coupon appertaining thereto, if
any, shall be signed on behalf of the Issuer by the chairman or vice chairman of its Board of
Directors or its president, or any executive (senior or other), a vice president or its treasurer,
under its corporate seal (except in the case of Coupons) which may, but need not, be attested.
Such signatures may be the manual or facsimile signatures of the present or any future such
officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors
or defects in any such reproduction of the seal or any such signature shall not affect the validity
or enforceability of any Security that has been duly authenticated and delivered by the Trustee.




          In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if
any, shall cease to be such officer before the Security or Coupon so signed (or the Security to
which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or
disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered
or disposed of as though the person who signed such Security or Coupon had not ceased to be such
officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security or Coupon, shall be the proper
officers of the Issuer, although at the date of the execution and delivery of this Indenture any
such person was not such an officer.




          SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited, executed by the
Trustee by the manual signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled
to the benefits of this Indenture or shall be valid and obligatory for any purpose until the
certificate of authentication on the Security to which such Coupon appertains shall have been duly
executed by the Trustee. The execution of such certificate by the Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.




          SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENT OF INTEREST. The Securities of each
series shall be issuable as Registered




13









 








Securities or Unregistered Securities in denominations
established as contemplated by Section 2.3 or, with respect to the Registered Securities of any
series, if not so established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established, such Securities
shall be issuable in denominations of $1,000 and $5,000. The Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the Trustee, as
evidenced by the execution and authentication thereof.




          Each Registered Security shall be dated the date of its authentication. Each Unregistered
Security shall be dated as provided in the Board Resolution referred to in Section 2.3. The
Securities of each series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.3.




          The person in whose name any Registered Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to any interest payment
date for such series shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the
record date and prior to such interest payment date, except if and to the extent the Issuer shall
default in the payment of the interest due on such interest payment date for such series, in which
case such defaulted interest shall be paid to the persons in whose names Outstanding Registered
Securities for such series are registered at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to the Holders of
Registered Securities not less than 15 days preceding such subsequent record date. The term
“record date” as used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date specified as such in the
terms of the Registered Securities of such series established as contemplated by Section 2.3, or,
if no such date is so established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day of such calendar
month, whether or not such record date is a Business Day.




          SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. (a) The Issuer will keep at each office or
agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities a
register or registers in which, subject to such reasonable regulations as the Issuer may prescribe,
it will provide for the registration of Registered Securities of such series and the registration
of transfer of Registered Securities of such series. Such register shall be in written form in the
English language or in any other form capable of being converted into such form within a reasonable
time. At all reasonable times such register or registers shall be open for inspection by the
Trustee.




          Upon due presentation for registration of transfer of any Registered Security of any series at
any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer
shall execute and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same series,




14









 








maturity date,
interest rate and original issue date in authorized denominations for a like aggregate principal
amount.




          Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons
(except for Coupons attached to any temporary global Unregistered Securities) shall be transferable
by delivery.




          At the option of the Holder thereof, Registered Securities of any series (other than a
Registered Global Security, except as set forth below) may be exchanged for a Registered Security
or Registered Securities of such series having authorized denominations and an equal aggregate
principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment,
if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any
series are issued in both registered and unregistered form, at the option of the Holder thereof,
except as otherwise specified pursuant to Section 2.3, Unregistered Securities of any series may be
exchanged for Registered Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2,
with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so
require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered
Securities of any series, maturity date, interest rate and original issue date are issued in more
than one authorized denomination, except as otherwise specified pursuant to Section 2.3, such
Unregistered Securities may be exchanged for Unregistered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for
such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. Registered
Securities of any series may not be exchanged for Unregistered Securities of such series
unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the
Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a ruling or (y) since
the date hereof, there has been a change in the applicable United States Federal income tax law, in
either case to the effect that the inclusion of terms permitting Registered Securities to be
exchanged for Unregistered Securities would result in no United States Federal income tax effect
adverse to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive. All Securities and Coupons, if any, surrendered
upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and
disposed of by the Trustee in accordance with its regular procedures, and the Trustee shall deliver
a certificate of disposition thereof to the Issuer.




          All Registered Securities presented for registration of transfer, exchange, redemption or
payment shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed, by the Holder or his attorney duly authorized in writing.




15









 








          The Issuer or the registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any exchange or registration of transfer
of Securities. No service charge shall be made for any such transaction.




          The Issuer shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days preceding the first mailing of notice of redemption of
Securities of such series to be redeemed or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the
portion thereof not so to be redeemed.




          Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a series may not be transferred except as a
whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such successor Depositary.




          If at any time the Depositary for any Registered Securities of a series represented by one or
more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor
Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor
Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or
more Registered Global Securities shall no longer be effective and the Issuer will execute, and the
Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of
such series in definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Registered Global Security or
Securities representing such Registered Securities in exchange for such Registered Global Security
or Securities.




          The Issuer may at any time and in its sole discretion determine that the Registered Securities
of any series issued in the form of one or more Registered Global Securities shall no longer be
represented by a Registered Global Security or Securities. In such event the Issuer will execute,
and the Trustee, upon receipt of any Officer’s Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Registered Global Security or Securities
representing such Registered Securities, in exchange for such Registered Global Security or
Securities.




          If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a
Registered Global Security, the Depositary for such Registered Global Security may surrender such
Registered Global Security in exchange in whole or in part for Securities of




16









 








the same series in
definitive registered form on such terms as are acceptable to the Issuer and such Depositary.
Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge,





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




     (ii) to such Depositary a new Registered Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Registered Global
Security and the aggregate principal amount of Registered Securities authenticated and
delivered pursuant to clause (i) above.



          Upon the exchange of a Registered Global Security for Securities in definitive registered form
without coupons, in authorized denominations, such Registered Global Security shall be cancelled by
the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form
without coupons issued in exchange for a Registered Global Security pursuant to this Section 2.8
shall be registered in such names and in such authorized denominations as the Depositary for such
Registered Global Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver such Securities to or as directed by the Persons in whose names such
Securities are so registered.




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




          Notwithstanding anything herein or in the terms of any series of Securities to the contrary,
none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any of which, other than
the Issuer, shall conclusively rely on an Officer’s Certificate and an Opinion of Counsel) shall be
required to exchange any Unregistered Security for a Registered Security if such exchange would
result in United States Federal income tax consequences adverse to the Issuer (such as, for
example, the inability of the Issuer to deduct from its income, as computed for United States
Federal income tax purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws. The Trustee shall have no responsibility for any
actions taken or not taken by the Depositary.




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





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          SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES. In case any temporary
or definitive Security or any Coupon appertaining to any Security shall be mutilated, defaced,
destroyed, lost or stolen, the Issuer in its discretion may execute and, upon the written request
of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the
same series, maturity date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to
which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons
appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen.
In every case, the applicant for a substitute Security or Coupon shall furnish to the Issuer and
to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof, and in the case of mutilation or defacement
shall surrender the Security and related Coupons to the Trustee or such agent.




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




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





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          SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All Securities and Coupons
surrendered for payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, if any, if surrendered to the Issuer or any
agent of the Issuer or the Trustee or any agent of the Trustee, shall be delivered to the Trustee
or its agent for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee or its agent shall dispose of cancelled Securities and
Coupons held by it in accordance with its regular procedures and deliver a certificate of
disposition to the Issuer. If the Issuer or its agent shall acquire any of the Securities or
Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities or Coupons unless and until the same are delivered to the Trustee or
its agent for cancellation.




          SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of definitive Securities for any
series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities
for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered
Securities without coupons, or as Unregistered Securities with or without coupons attached thereto,
of any authorized denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the Trustee as evidenced
by the execution and authentication thereof. Temporary Securities may contain such references to
any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series
and thereupon temporary Registered Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.2 and, in the case of Unregistered Securities, at any agency maintained by
the Issuer for such purpose as specified pursuant to Section 2.3, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having authorized
denominations and, in the case of Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series, unless otherwise established
pursuant to Section 2.3. The provisions of this Section are subject to any restrictions or
limitations on the issue and delivery of temporary Unregistered Securities of any series that may
be established pursuant to Section 2.3 (including any provision that Unregistered Securities of
such series initially be issued in the form of a single global Unregistered Security to be
delivered to a depositary or agency located outside the United States and the procedures pursuant
to which definitive or global Unregistered Securities of such series would be issued in exchange
for such temporary global Unregistered Security).




          SECTION 2.12 CUSIP NUMBERS. The Issuer in issuing the Securities may use “CUSIP” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed




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on the Securities or as contained
in any notice of a redemption and that reliance may be place only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change
in the “CUSIP” numbers.




ARTICLE III




COVENANTS OF THE ISSUER




          SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, if any, each of the Securities of such series (together with any
additional amounts payable pursuant to the terms of such Securities) at the place or places, at the
respective time or times and in the manner provided in such Securities and in the Coupons, if any,
appertaining thereto and in this Indenture. The interest on Securities with Coupons attached
(together with any additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally
mature. If any temporary Unregistered Security provides that interest thereon may be paid
while such Security is in temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such Security) shall be
paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon
presentation and surrender thereof, and, as to the other installments of interest, if any, only
upon presentation of such Securities for notation thereon of the payment of such interest, in each
case subject to any restrictions that may be established pursuant to Section 2.3. The interest, if
any, on Registered Securities (together with any additional amounts payable pursuant to the terms
of such Securities) shall be payable only to or upon the written order of the Holders thereof and,
at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest
payable to or upon the written order of such Holders at their last addresses as they appear on the
Securities register of the Issuer.




          SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any Registered Securities are authorized
for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in
the Borough of Manhattan, The City of New York, an office or agency where the Registered Securities
of each series may be presented for payment, where the Securities of each series may be presented
for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where
the Registered Securities of each series may be presented for registration of transfer as in this
Indenture provided.




          The Issuer will maintain one or more offices or agencies in a city or cities located outside
the United States (including any city in which such an agency is required to be maintained under
the rules of any stock exchange on which the Securities of such series are listed) where the
Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be
presented for payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the




20









 








Issuer within the United
States, nor will any payment be made by transfer to an account in, or by mail to an address in, the
United States, unless pursuant to applicable United States laws and regulations then in effect such
payment can be made without tax consequences adverse to the Issuer. Notwithstanding the foregoing,
payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which
are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of
Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer
outside the United States for payment on such Unregistered Securities is illegal or effectively
precluded by exchange controls or other similar restrictions.




          The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or
agency where notices and demands to or upon the Issuer in respect of the Securities of any series,
the Coupons appertaining thereto or this Indenture may be served.




          The Issuer will give to the Trustee written notice of the location of each such office or
agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency
required by this Section to be located in the Borough of Manhattan, The City of New York, or shall
fail to give such notice of the location or for any change in the location of any of
the above agencies, presentations and demands may be made and notices may be served at the
designated office of the Trustee.




          The Issuer may from time to time designate one or more additional offices or agencies where
the Securities of a series and any Coupons appertaining thereto may be presented for payment, where
the Securities of that series may be presented for exchange as provided in this Indenture and
pursuant to Section 2.3 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient; provided, that no such
designation or rescission shall in any manner relieve the Issuer of its obligations to maintain the
agencies provided for in this Section. The Issuer shall give to the Trustee prompt written notice
of any such designation or rescission thereof.




          SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The Issuer, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.




          SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such paying agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section,





     (a) that it will hold all sums received by it as such agent for the payment of the
principal of or interest on the Securities of such series (whether such sums have been paid
to it by the Issuer or by any other obligor on the Securities of such series) in trust for
the benefit of the Holders of the Securities of such series, or Coupons appertaining
thereto, if any, or of the Trustee;



21









 






     (b) that it will give the Trustee notice of any failure by the Issuer (or by any other
obligor on the Securities of such series) to make any payment of the principal of or
interest on the Securities of such series when the same shall be due and payable; and




     (c) that it will pay any such sums so held in trust by it to the Trustee upon the
Trustee’s written request at any time during the continuance of the failure referred to in
the foregoing clause (b).



          The Issuer will, on or prior to each due date of the principal of or interest on the
Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or
interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly
notify the Trustee of any failure to take such action.




          If the Issuer shall act as its own paying agent with respect to the Securities of any series,
it will, on or before each due date of the principal of or interest on the Securities of such
series, set aside, segregate and hold in trust for the benefit of the Holders of the
Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such
principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure
to take such action.




          Anything in this Section to the contrary notwithstanding, but subject to Section 10.1, the
Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to
one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust for any such series by the Issuer or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein
contained.




          Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Sections 10.3 and 10.4.




          SECTION 3.5 COMPLIANCE CERTIFICATES. The Issuer will furnish to the Trustee on or before
January 31 in each year (beginning with [                    ]) a brief certificate (which need not comply
with Section 11.5) from the principal executive, financial or accounting officer of the Issuer
stating that in the course of the performance by the signer of his or her duties as an officer of
the Issuer he or she would normally have knowledge of any default or non-compliance by the Issuer
in the performance of any covenants or conditions contained in this Indenture, stating whether or
not he or she has knowledge of any such default or non-compliance (without regard to notice
requirements or grace periods) and, if so, describing each such default or non-compliance of which
the signer has knowledge and the nature thereof.




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




          SECTION 3.6 CORPORATE EXISTENCE. Subject to Article IX, the Issuer will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and
the rights (charter and statutory), licenses and franchises of the Issuer




22









 








and its Subsidiaries;
provided, that the Issuer shall not be required to preserve any such right, license or franchise,
if, in the judgment of the Issuer, the preservation thereof is no longer desirable in the conduct
of the business of the Issuer and its Subsidiaries taken as a whole and the loss thereof is not
disadvantageous in any material respect to the Securityholders.




          SECTION 3.7 LUXEMBOURG PUBLICATIONS. In the event of the publication of any notice pursuant
to Section 5.11, 6.11, 6.12, 8.2, 10.4, 11.4 or 12.2, the party making such publication in the
Borough of Manhattan, The City of New York and London shall also, to the extent that notice is
required to be given to Holders of Securities of any series by applicable Luxembourg law or stock
exchange regulation, as
evidenced by an Officer’s Certificate delivered to such party, make a similar publication in
Luxembourg.




          SECTION 3.8 CALCULATION OF ORIGINAL ISSUE DISCOUNT. The Issuer shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of
the end of such year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to
time.




ARTICLE IV




SECURITYHOLDER LISTS AND REPORTS BY THE



ISSUER AND THE TRUSTEE




          SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF
SECURITYHOLDERS. If and so long as the Trustee shall not be the Security registrar for the
Securities of any series, the Issuer and any other obligor on the Securities will furnish or cause
to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Registered Securities of such series pursuant to Section
312 of the Trust Indenture Act:





     (a) semi-annually not more than 5 days after each record date for the payment of
interest on such Registered Securities, as hereinabove specified, as of such record date and
on dates to be determined pursuant to Section 2.3 for non-interest bearing Registered
Securities in each year; and




     (b) at such other times as the Trustee may reasonably request in writing, within thirty
days after receipt by the Issuer of any such request as of a date not more than 15 days
prior to the time such information is furnished.



          SECTION 4.2 REPORTS BY THE ISSUER. The Issuer covenants to file with the Trustee, within 15
days after the Issuer is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports that the Issuer may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to
Section 314 of the Trust Indenture Act.




          Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive




23









 








notice of any
information contained therein or determinable from information contained therein, including the
Issuer’s compliance with any covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer’s Certificates).




          SECTION 4.3 REPORTS BY THE TRUSTEE.





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




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



ARTICLE V




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
DEFAULT




          SECTION 5.1 EVENT OF DEFAULT DEFINED, ACCELERATION OF MATURITY; WAIVER OF DEFAULT. “Event of
Default” with respect to Securities of any series, wherever used herein, means any one of the
following events which shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):





     (a) default in the payment of any installment of interest upon any of the Securities of
such series as and when the same shall become due and payable, and continuance of such
default for a period of 30 days; provided that, a valid extension of an interest payment
period by the Issuer in accordance with the terms of such Securities shall not constitute a
failure to pay interest; or




     (b) default in the payment of all or any part of the principal or premium (if any) on
any of the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or




     (c) default in the payment of any sinking fund installment as and when the same shall
become due and payable by the terms of the Securities of such series; or




     (d) failure on the part of the Issuer duly to observe or perform any other of the
covenants or agreements on the part of the Issuer in the Securities of such series or



24









 






contained in this Indenture (other than a covenant or agreement included in this Indenture
solely for the benefit of a series of Securities other than such series) for a period
of 90 days after the date on which written notice specifying such failure, stating that such
notice is a “Notice of Default” hereunder and demanding that the Issuer remedy the same,
shall have been given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or to the Issuer and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Securities of the series to which such
covenant or agreement relates; or




     (e) a court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Issuer in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer
for any substantial part of its property or ordering the winding up or liquidation of its
affairs, and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or




     (f) the Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the entry of an
order for relief in an involuntary case under any such law, or consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Issuer or for any substantial part of its or their property, or
make any general assignment for the benefit of creditors; or




     (g) any other Event of Default provided in the supplemental indenture or Board
Resolution under which such series of Securities is issued or in the form of Security for
such series.



          If an Event of Default described in clause (a), (b) or (c) occurs and is continuing, then, and
in each and every such case, except for any series of Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding hereunder (each
such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the Securities of such series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.




          Except as otherwise provided in the terms of any series of Senior Securities pursuant to
Section 2.3, if an Event of Default described in clause (d) or (g) above with respect to all series
of the Senior Securities then Outstanding, occurs and is continuing, then, and in each and every
such case, unless the principal of all of the Senior Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of
all of the Senior Securities then Outstanding hereunder (treated as one class) by notice in writing
to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Senior Securities of any series are Original Issue Discount




25









 








Securities, such portion of
the principal amount as may be specified in the terms of such series)
of all of the Senior Securities then Outstanding, and the interest accrued thereon, if any, to
be due and payable immediately, and upon such declaration, the same shall become immediately due
and payable. If an Event of Default described in clause (e) or (f) above occurs and is continuing,
then the principal amount of all the Senior Securities then Outstanding, and the interest accrued
thereon, if any, shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.




          Except as otherwise provided in the terms of any series of Subordinated Securities pursuant to
Section 2.3, if an Event of Default described in clause (d) or (g) above with respect to all series
of Subordinated Securities then Outstanding, occurs and is continuing, then, and in each and every
such case, unless the principal of all of the Subordinated Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount
of all of the Subordinated Securities then Outstanding hereunder (treated as one class) by notice
in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Subordinated Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such series) of all of the
Subordinated Securities then Outstanding, and the interest accrued thereon, if any, to be due and
payable immediately, and upon such declaration, the same shall become immediately due and payable.
If an Event of Default described in clause (e) or (f) above occurs and is continuing, then the
principal amount of all of the Subordinated Securities then Outstanding, and the interest accrued
thereon, if any, shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.




          If an Event of Default described in clause (d) or (g) occurs and is continuing, which Event of
Default is with respect to less than all series of Senior Securities then Outstanding, then, and in
each and every such case, except for any series of Senior Securities the principal of which shall
have already become due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Senior Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same
shall become immediately due and payable.




          If an Event of Default described in clause (d) or (g) occurs and is continuing, which Event of
Default is with respect to less than all series of Subordinated Securities then Outstanding, then,
and in each and every such case, except for any series of Subordinated Securities the principal of
which shall have already become due and payable, either the Trustee or the Holders of not less than
25% in aggregate principal amount of the Subordinated Securities of each such affected series then
Outstanding hereunder (each such series voting as a separate class) by notice in writing to the
Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if
the Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all Securities of such series, and the
interest accrued thereon, if any, to be due and payable


26









 








immediately, and upon any such declaration, the same shall become immediately due and payable.




          The foregoing provisions are subject to the condition that if, at any time after the principal
(or, if the Securities are Original Issue Discount Securities, such portion of the principal as may
be specified in the terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as hereinafter provided,





     (A) the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay




     (i) all matured installments of interest upon all the Securities of such series
(or all the Securities, as the case may be); and




     (ii) the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration; and




     (iii) interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of interest,
at the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in the Securities of such series (or
at the respective rates of interest or Yields to Maturity of all the Securities, as
the case may be) to the date of such payment or deposit; and




     (iv) all amounts payable to the Trustee pursuant to Section 6.6; and




     (B) all Events of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein,



then and in every such case the Holders of a majority in aggregate principal amount of all the
Securities of such series voting as a separate class (or of all the Securities, as the case may be,
voting as a single class), then Outstanding, by written notice to the Issuer and to the Trustee,
may waive all defaults with respect to such series (or with respect to all the Securities, as the
case may be) and rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default or shall impair any
right consequent thereon.




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




27









 








and all other amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.




          SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT. The Issuer
covenants that (a) in case default shall be made in the payment of any installment of interest on
any of the Securities of any series when such interest shall have become due and payable, and such
default shall have continued for a period of 30 days, or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of such series or upon
any redemption or by declaration or otherwise, then upon demand of the Trustee, the Issuer will pay
to the Trustee for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series, and such Coupons, for
principal and interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and such other amount due the Trustee under Section 6.6 in respect of
Securities of such series.





	         Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on
the Securities of any series to the registered Holders, whether or not the Securities of such
series be overdue.
	 
	          In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name as trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities and collect in the
manner provided by law out of the property of the Issuer or other obligor upon the Securities,
wherever situated, all the moneys adjudged or decreed to be payable.
	 
	          In case there shall be pending proceedings relative to the Issuer or any other obligor upon
the Securities under Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other obligor upon the
Securities, or to the creditors or property of the Issuer or such other obligor, 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 pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:






     (a) to file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of such series) owing



28









 






and unpaid in
respect of the Securities of any series, 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 payable to the Trustee under Section 6.6) and of the Securityholders allowed in
any judicial proceedings relative to the Issuer or other obligor upon the Securities, or to
the creditors or property of the Issuer or such other obligor; and




     (b) unless prohibited by applicable law and regulations, to vote on behalf of the
holders of the Securities of any series in any election of a receiver, assignee, trustee or
a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings, custodian or other person performing similar functions in respect of
any such proceedings; and




     (c) to collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims of the
Securityholders and of the Trustee on their behalf; and any trustee, receiver, or
liquidator, custodian or other similar official performing similar functions in respect of
any such proceedings is hereby authorized by each of the Securityholders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of payments
directly to the Securityholders, to pay to the Trustee its costs and expenses of collection
and all other amounts due to it pursuant to Section 6.6.



          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding, except as aforesaid in clause (b).




          All rights of action and of asserting claims under this Indenture, or under any of the
Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee
without the possession of any of the Securities of such series or Coupons appertaining to such
Securities or the production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall be awarded to the Trustee for ratable
distribution to the Holders of the Securities or Coupons appertaining to such Securities in respect
of which such action was taken, after payment of all sums due to the Trustee under Section 6.6 in
respect of such Securities.




          In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to
such Securities in respect to which such action was taken, and it shall not be necessary to make
any Holders of such Securities or Coupons appertaining to such Securities parties to any such
proceedings.




          SECTION 5.3 APPLICATION OF PROCEEDS. Any moneys collected by the Trustee pursuant to this
Article in respect of any series shall be applied in the following order at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on




29









 








account of principal or interest,
upon presentation of the several Securities and Coupons appertaining to such Securities in respect
of which monies have been collected and stamping (or otherwise noting) thereon the payment, or
issuing Securities of such series in reduced principal amounts in exchange for the presented
Securities of like series if only partially paid, or upon surrender thereof if fully paid:




     FIRST: To the payment of costs and expenses applicable to such series of
Securities in respect of which monies have been collected, including all amounts due
to the Trustee and each predecessor Trustee pursuant to Section 6.6 in respect to
such series of Securities;



     SECOND: If the Securities of such series are Subordinated Securities, to the
payment of amounts then due and unpaid to the holders of Senior Indebtedness with
respect to such series, to the extent required pursuant to the Subordination
Provisions established with respect to the Securities of such series pursuant to
Section 2.3(9).



     THIRD: In case the principal of the Securities of such series in respect of
which moneys have been collected shall not have become and be then due and payable,
to the payment of interest on the Securities of such series in default in the order
of the maturity of the installments on such interest, with interest (to the extent
that such interest has been collected by the Trustee and is permitted by applicable
law) upon the overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, such payments to be made ratably to the persons
entitled thereto, without discrimination or preference;



     FOURTH: In case the principal of the Securities of such series in respect of
which moneys have been collected shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the Trustee
and is permitted by applicable law) upon the overdue installations of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so due and unpaid
upon the Securities of such series, then to the payment of such principal and
interest or Yield to Maturity, without preference or priority of principal over
interest or Yield to Maturity, or of interest or Yield to Maturity over principal,
or of any installment of interest over any other installment of interest or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to Maturity;
and



     FIFTH: To the payment of the remainder, if any, to the Issuer or to such party
as a court of competent jurisdiction shall direct.



30









 





          SECTION 5.4 SUITS FOR ENFORCEMENT. In case an Event of Default has occurred, has not been
waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.




          SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case the Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee,
then and in every such case the Issuer and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders shall continue as though no such proceedings had been taken.




          SECTION 5.6 LIMITATIONS ON SUITS BY SECURITY HOLDERS. No Holder of any Security of any series
or of any Coupon appertaining thereto shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture or such Security, or for
the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any
other remedy hereunder or thereunder, unless (a) such Holder previously shall have given to a
Responsible Officer of the Trustee written notice of an Event of Default with respect to Securities
of such series and of the continuance thereof, as hereinbefore provided, and (b) the Holders of not
less than 25% in aggregate principal amount of the Securities of such affected series then
Outstanding (treated as a single class) shall have made written request upon the Trustee to
institute such action or proceedings in its own name as Trustee hereunder and shall have offered to
the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby, and (c) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any such action or
proceeding, and (d) no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 5.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder
and the Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to
such Securities shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other
such taker or Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek
to obtain priority over or preference to any other such taker or Holder or to enforce any right
under this Indenture or any Security, except in
the manner herein provided and for the equal, ratable and common benefit of all Holders of
Securities of the applicable series and Coupons appertaining to such Securities. For the
protection and enforcement of the provisions of this Section, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.




          SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS.
Notwithstanding any other provision in this Indenture and




31









 








any provision of any Security, the right
of any Holder of any Security or Coupon to receive payment of the principal of and interest on such
Security or Coupon on or after the respective due dates expressed in such Security or Coupon or the
applicable redemption dates provided for in such Security, or to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.




          SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT. Except
as provided in Section 5.6, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders of Securities or Coupons 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.




          No delay or omission of the Trustee or of any Holder of Securities or Coupons to exercise any
right or power accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such Event of Default or
an acquiescence therein. Every power and remedy given by this Indenture, any Security or law to
the Trustee or to the Holders of Securities or Coupons may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or, subject to Section 5.6, by the Holders of
Securities or Coupons.




          SECTION 5.9 CONTROL BY HOLDERS OF SECURITIES. The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with each such series voting as a
separate class) at the time Outstanding 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 by this Indenture;
provided, that such direction shall not be otherwise than in accordance with law and the provisions
of this Indenture; and provided, further, that (subject to the provisions of Section 6.1) the
Trustee shall have the right to decline to follow any such direction if (a) the Trustee, being
advised by counsel, shall determine that the action or proceeding so directed may not lawfully be
taken; or (b) if the Trustee by its trust committee of directors or Responsible Officers of the
Trustee shall determine in good faith that the action or proceedings so directed would involve the
Trustee in personal liability; or (c) if the
Trustee in good faith shall so determine that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of Holders of the
Securities of all affected series not joining in the giving of said direction, it being understood
that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders.




          Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.




          SECTION 5.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of acceleration of the
maturity of the Securities of any series as provided in Section 5.1, the Holders




32









 








of a majority in
aggregate principal amount of the Securities of such series at the time Outstanding (voting as a
single class) may on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of the Holder of each
Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all
such Securities shall be restored to their former positions and rights hereunder, respectively, and
such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.




          SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES.
The Trustee shall, within ninety days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that series known to the
Trustee (i) if any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The
City of New York and at least once in an Authorized Newspaper in London (and, if required by
Section 3.7, at least once in an Authorized Newspaper in Luxembourg) and (ii) to all Holders of
Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, unless in each case such defaults shall have been cured before the mailing or
publication of such notice (the term “default” for the purpose of this Section being hereby defined
to mean any event or condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided, that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any sinking fund
installment on such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of directors or
trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders of such series.




          SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS. All parties to
this Indenture agree, and each Holder of any Security or Coupon 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 and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series
holding in the aggregate more than 10% in aggregate principal amount of the Securities of such
series, or, in the case of any suit relating to or arising under clause (d) or (g) of Section 5.1
(if the suit relates to Securities of more than one but less than all series), 10% in aggregate
principal amount of Securities then Outstanding and affected thereby, or in the case of any suit
relating to or arising under clause (d) or (g) (if the suit under clause (d) or (g) relates to all
the Securities then Outstanding), or (e) or (f) of Section 5.1, 10% in aggregate principal amount
of all Securities then Outstanding, or to any suit




33









 








instituted by any Securityholder for the
enforcement of the payment of the principal of or interest on any Security on or after the due date
expressed in such Security or any date fixed for redemption.




ARTICLE VI




CONCERNING THE TRUSTEE




          SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT.
Prior to the occurrence of an Event of Default with respect to the Securities of a particular
series and after the curing or waiving of all Events of Default which may have occurred with
respect to such series, the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such series of Securities. In case an
Event of Default with respect to the Securities of a series has occurred and has not been cured or
waived, the Trustee shall exercise with respect to such series of Securities such of the rights and
powers vested in it by this Indenture with respect to such series of Securities, and use the same
degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.




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





     (a) prior to the occurrence of an Event of Default with respect to the Securities of
any series and after the curing or waiving of all such Events of Default with respect to
such series which may have occurred:




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




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




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



34









 






     (c) 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 pursuant to
Section 5.9 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.



          None of the provisions contained in this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.




          The provisions of this Section 6.1 are in furtherance of and subject to Section 315 of the
Trust Indenture Act.




          SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and subject to the Trust
Indenture Act, and subject to Section 6.1:





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




     (b) any request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate or Issuer Order (unless other
evidence in respect thereof is specifically prescribed herein or in the terms
established in respect of any series); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer;




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




     (d) the Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders pursuant to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred therein or thereby;




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




     (f) prior to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default, the Trustee shall not be bound to make any



35









 







investigation
into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, coupon, security, or other paper or document unless (i) requested in writing so to do
by the Holders of not less than a majority in aggregate principal amount of the Securities
of all series affected then Outstanding (treated as one class) or (ii) otherwise provided in
the terms of any series of Securities pursuant to Section 2.3; provided, that, if the
payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable security or indemnity satisfactory to it
against such expenses or liabilities as a condition to proceeding; the reasonable expenses
of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor trustee, shall be repaid by the Issuer upon demand;




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




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




     (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; and




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



          SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR APPLICATION OF
PROCEEDS THEREOF. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representation as
to the validity or sufficiency of this Indenture or of the Securities or Coupons. The Trustee
shall not be accountable for the use or application by the Issuer of any of the Securities or of
the proceeds thereof.




          SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS; COLLECTIONS, ETC. The Trustee
or any agent of the Issuer or of the Trustee,




36









 








in its individual or any other capacity, may become
the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the
Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were not the Trustee or such
agent.




          SECTION 6.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of Section 10.4 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from other funds except
to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the
Issuer or the Trustee shall be under any liability for interest on any moneys received by it
hereunder.




          SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM. The Issuer
covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust), and the
Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of
it in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also
covenants to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to
hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the Trustee), arising out
of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether asserted by the
Issuer, or any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, or in connection with enforcing the
provisions of this Section, except to the extent that such loss, damage, claim, liability or
expense is due to its own negligence or bad faith. When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the
expenses (including the reasonable charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of administration under any applicable bankruptcy,
insolvency or other similar law. The obligations of the Issuer under this Section to compensate
and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each
predecessor trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to
that of the Securities upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the
Securities are hereby subordinated to such senior claim.




          SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICER’S CERTIFICATE, ETC. Subject to Sections 6.1
and 6.2, whenever in the administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless




37









 








other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.




          SECTION 6.8 INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE. The
following indentures are hereby specifically described for the purposes of Section 310(b)(1) of the
Trust Indenture Act: this Indenture with respect to series of Securities that are of an equal
priority and the indenture between the Issuer and The First National Bank of Chicago, dated as of
March 11, 1997, as amended, and the indenture between the Issuer and The Bank of New York, dated as
of January 29, 2002, in each case with respect to any series of securities thereunder that are of
an equal priority to any series of the Securities.




          SECTION 6.9 QUALIFICATION OF TRUSTEE: CONFLICTING INTERESTS. The Trustee shall comply with
Section 310(b) of the Trust Indenture Act.




          SECTION 6.10 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee for each series of
Securities hereunder shall at all times be a corporation or banking association organized and doing
business under the laws of the United States of America, any State thereof or the District of
Columbia, having a combined capital and surplus of at least $50,000,000, and which is authorized
under such laws to exercise corporate trust powers and is subject to supervision or examination by
Federal, state or District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 6.11.




          The provisions of this Section 6.10 are in furtherance of and subject to Section 310(a) of the
Trust Indenture Act.




          SECTION 6.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or
all series of Securities by giving written notice of resignation to the Issuer and (i) if any
Unregistered Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London
(and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if
any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to
the Trustee and (iii) by mailing notice of




38









 








such resignation to the Holders of then Outstanding
Registered Securities of each series affected at their addresses as they shall appear on the
registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed with respect to any series and have accepted
appointment within 30 days after the mailing of such notice of resignation, the resigning trustee
may petition any court of competent jurisdiction at the expense of the Issuer for the appointment
of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months
may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.





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




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




     (ii) the Trustee shall cease to be eligible in accordance with the provisions
of Section 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to
resign after written request therefor by the Issuer or by any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least six
months; or




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



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




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     (c) The Holders of a majority in aggregate principal amount of the Securities of each
series at the time outstanding may at any time remove the Trustee with respect to Securities
of such series and appoint a successor trustee with respect to the Securities of such series
by delivering to the Trustee so removed, to the successor trustee so appointed and to the
Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.




     (d) Any resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any of the
provisions of this Section 6.11 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.12.



          SECTION 6.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any successor trustee appointed
as provided in Section 6.11 shall execute and deliver to the Issuer and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations with respect to such series of its predecessor hereunder,
with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Issuer shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property
or funds held or collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 6.6.




          If a successor trustee is appointed with respect to the Securities of one or more (but not
all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of
any series as to which the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and 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 under separate indentures.




          No successor trustee with respect to any series of Securities shall accept appointment as
provided in this Section 6.12 unless at the time of such acceptance such successor trustee shall be
qualified under Section 310(b) of the Trust Indenture Act and eligible under the provisions of
Section 6.10.




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          Upon acceptance of appointment by any successor trustee as provided in this Section 6.12, the
Issuer shall give notice thereof (a) if any Unregistered Securities of a series affected are then
Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in
Luxembourg), (b) if any Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, by mailing such notice to such Holders at such addresses as
were so furnished to the Trustee (and the Trustee shall make such information available to the
Issuer for such purpose) and (c) to the Holders of Registered Securities of each series affected,
by mailing such notice to such Holders at their addresses as
they shall appear on the registry books. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.11. If the Issuer fails to give such notice
within ten days after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be given at the expense of the Issuer.




          SECTION 6.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE. Any
corporation or banking association into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation or banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation or banking
association succeeding to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided, that such corporation or banking
association shall be qualified under Section 310(b) of the Trust Indenture Act and eligible under
the provisions of Section 6.10, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding.




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




          SECTION 6.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER. The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent indicated.





41









 








          SECTION 6.15 APPOINTMENT OF AUTHENTICATING AGENT. As long as any Securities of a series
remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval of the
Issuer an authenticating agent (the “Authenticating Agent”) which shall be authorized to act on
behalf of the Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9. Securities of each such
series authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made in this Indenture
to the authentication and delivery of Securities of any series by the Trustee or to 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 for such series and a Certificate of
Authentication executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating
Agent shall at all times be a corporation organized and doing business under the laws of the United
States of America or of any State, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $45,000,000 (determined as provided in Section
6.10 with respect to the Trustee) and subject to supervision or examination by Federal or state
authority.




          Any corporation into which any Authenticating Agent may be merged or converted, or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer.




          Upon receiving such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 6.15 with respect to one or more series of Securities, the Trustee shall upon receipt of an
Issuer Order appoint a successor Authenticating Agent, and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the extent provided in
Section 11.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to
pay to the Authenticating Agent for such series from time to time reasonable compensation. The
Authenticating Agent for the Securities of any series shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee.




          Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating Agent.




ARTICLE VII




CONCERNING THE SECURITYHOLDERS






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          SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in principal amount of the Securityholders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
specified percentage of
Securityholders in person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.




          SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES. Subject to
Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his agent or proxy may
be proved in accordance with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Registered
Securities shall be proved by the Security register or by a certificate of the registrar thereof.




          SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee and any agent of the
Issuer or the Trustee may deem and treat the person in whose name any Security shall be registered
upon the Security register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal of and, subject to
the provisions of this Indenture, interest on such Security and for all other purposes; and neither
the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Holder of any Unregistered Security and the Holder of any Coupon as the absolute owner of
such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be
overdue) for the purpose of receiving payment thereof or on account thereof and for all other
purposes, and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such person, or upon his
order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Unregistered Security or Coupon.




          SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In determining whether the
Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series
have concurred in any request, demand, authorization, direction, notice, consent, waiver or other
action by Securityholders under this Indenture, Securities which are owned by the Issuer or any
other obligor on the Securities with respect to which such determination is being made or by any
person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such action only Securities which a Responsible Officer of the Trustee
actually knows are so owned




43









 








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 Issuer or any other
obligor upon the Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on the Securities. In
case of a dispute as to such right, the advice of counsel shall be full protection in respect of
any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the
Issuer shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to
accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of any such
determination.




          SECTION 7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial numbers of the
Securities the Holders of which have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so
far as concerns such Security. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of
such Security and of any Securities issued in exchange or substitution therefor or on registration
of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this Indenture in connection
with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all
the Securities affected by such action.




ARTICLE VIII




SUPPLEMENTAL INDENTURES




          SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The Issuer, when
authorized by a Board Resolution (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 an Issuer Order), and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following purposes:





     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;




     (b) to evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants, agreements
and obligations of the Issuer pursuant to Article IX;



44









 






     (c) to add to the covenants of the Issuer such further covenants, restrictions,
conditions or provisions as the Issuer and the Trustee shall consider to be for the
protection of the Holders of Securities or Coupons, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided, that in respect
of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies available to
the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive such an
Event of Default;




     (d) to cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make any other provisions
as the Issuer may deem necessary or desirable, provided, that no such action shall adversely
affect the interests of the Holders of the Securities or Coupons;




     (e) to establish the forms or terms of Securities of any series or of the Coupons
appertaining to such Securities as permitted by Sections 2.1 and 2.3;




     (f) to evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to the
requirements of Section 6.12; and




     (g) 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 of Securities; provided,
however, that any such change, elimination or addition shall not apply to any Security
Outstanding on the date of such indenture supplemental hereto.



          The Trustee is hereby authorized to join with the Issuer in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.




          Any supplemental indenture authorized by the provisions of this Section may be executed
without the consent of the Holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 8.2.




          SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.





45









 









     (A) Except as set forth in paragraph (C) below, with the consent (evidenced as provided
in Article VII) of the Holders of not less than a majority in aggregate principal amount of
the Securities at the time Outstanding of all series of Senior Securities affected by such
supplemental indenture (voting as one class), the Issuer, when authorized by a Board
Resolution (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 an Issuer Order), and the Trustee may, from time to time and at any time, enter
into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act as in force and effect at the date of execution thereof) 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.




     (B) Except as set forth in paragraph (C) below, with the consent (evidenced as provided
in Article VII) of the Holders of not less than a majority in aggregate principal amount of
the Securities at the time Outstanding of all series of Subordinated Securities affected by
such supplemental indenture (voting as one class), the Issuer, when authorized by a Board
Resolution (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 an Issuer Order), and the Trustee may, from time to time and at any time, enter
into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act as in force and effect at the date of execution thereof) 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.




     (C) No such supplemental indenture shall (i) extend the final maturity of any Security,
or reduce the principal amount thereof, or premium thereon, if any, or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable on redemption
thereof, or make the principal thereof (including any amount in respect of original issue
discount), or premium thereon, if any, or interest thereon payable in any coin or currency
other than that provided in the Securities and Coupons or in accordance with the terms
thereof, or reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant to Section
5.1 or the amount thereof provable in bankruptcy pursuant to Section 5.2, or in the case of
Subordinated Securities of any series, modify any of the
Subordination Provisions or the definition of “Senior Indebtedness” relating to such
series in a manner adverse to the holders of such Subordinated Securities, or alter the
provisions of Section 11.11 or 11.12 or impair or affect the right of any Securityholder to
institute suit for the payment thereof when due or, if the Securities provide therefor, any
right of repayment at the option of the Securityholder, in each case without the consent of
the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities of any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so affected.



46









 






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



          Upon the request of the Issuer, accompanied by a copy of a resolution of the 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 an
Issuer Order) certified by the secretary or an assistant secretary of the Issuer authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of the Holders of the Securities as aforesaid and other documents, if any, required by
Section 7.1, the Trustee shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.




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




          Promptly after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give notice thereof (i) to the
Holders of then Outstanding Registered Securities of each series affected thereby, by mailing a
notice thereof by first-class mail to such Holders at their addresses as they shall appear on the
Security register, (ii) if any Unregistered Securities of a series affected thereby are then
Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing a notice thereof by
first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if
any Unregistered Securities of a series affected thereby are then Outstanding, to all Holders
thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if
required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), and in each case
such notice shall set forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.




          SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.





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          SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to the provisions of
Sections 6.1 and 6.2, may receive an Officer’s Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article VIII complies with the
applicable provisions of this Indenture.




          SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES. Securities of any
series authenticated and delivered after the execution of any supplemental indenture pursuant to
the provisions of this Article may bear a notation in form approved by the Trustee for such series
as to any matter provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series
then Outstanding.




ARTICLE IX




CONSOLIDATION, MERGER, SALE OR CONVEYANCE




          SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The Issuer shall not
consolidate with or merge into any other Person or transfer or lease its properties and assets
substantially as an entirety to any Person, and the Issuer shall not permit any other Person to
consolidate with or merge into the Issuer, unless:





     (a) either the Issuer shall be the continuing corporation, or the successor corporation
(if other than the Issuer) formed by such consolidation or into which the Issuer is merged
or to which the properties and assets of the Issuer substantially as an entirety are
transferred or leased shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer
under the Securities and this Indenture; and




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



          SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED. The successor corporation formed by such
consolidation or into which the Issuer is merged or to which such transfer or lease is made shall
succeed to and be substituted for, and may exercise every right and power of, the Issuer under this
Indenture with the same effect as if such successor corporation had been named as the Issuer
herein, and thereafter (except in the case of a lease to another Person) the predecessor
corporation shall be relieved of all obligations and covenants under the Indenture and the
Securities and, in the event of such conveyance or transfer, any such predecessor corporation may
be dissolved and liquidated.




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          SECTION 9.3 OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The Trustee, subject to the provisions
of Sections 6.1 and 6.2, may receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of
this Article IX.




ARTICLE X




SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS




          SECTION 10.1 SATISFACTION AND DISCHARGE OF INDENTURE.




          (A) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons
appertaining thereto (other than Securities of such series and Coupons appertaining thereto which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section
2.9) as and when the same shall have become due and payable, or (ii) the Issuer shall have
delivered to the Trustee for cancellation all Securities of any series theretofore authenticated
and all unmatured Coupons appertaining thereto (other than any Securities of such series and
Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.9) or (iii) in the case of any series of Securities
where the exact amount (including the currency of payment) of principal of and interest due on
which can be determined at the time of making the deposit referred to in clause (b) below, (a) all
the Securities of such series and all unmatured Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or are by their terms
to become due and payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the
giving of notice of redemption, and (b) the Issuer shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than
moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4),
(ii) in the case of any series of Securities the payments on which may only be made in Dollars,
direct obligations of the United States of America, backed by its full faith and credit (“U.S.
Government Obligations”), maturing as to principal and interest at such times and in such amounts
as will insure the availability of cash sufficient to pay at such maturity or upon such redemption,
as the case may be, or (iii) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (x) the principal and interest on all Securities of such series
and Coupons appertaining thereto on each date that such principal or interest is due and payable
and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable
in accordance with the terms of the Indenture and the Securities of such series; and if, in any
such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the
Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities of such Series and of Coupons appertaining
thereto pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights
of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof
and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders to receive mandatory sinking fund payments,




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if any, (iv) any
optional redemption rights of such series of Securities to the extent to be exercised to make such
call for redemption within one year, (v) the rights, obligations, duties and immunities of the
Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of Securities
of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of
the Issuer under Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officer’s
Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute
proper instruments acknowledging such satisfaction of and discharging this Indenture; provided,
that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal
of and interest on the Securities and Coupons held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities exchange upon which the
Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.




          (B) The following provisions shall apply to the Securities of each series unless specifically
otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto
provided pursuant to Section 2.3. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact amounts (including the
currency of payment) of principal of and interest due on which can be determined at the time of
making the deposit referred to in clause (a) below, the Issuer shall be deemed to have paid and
discharged the entire indebtedness on all the Securities of such a series and the Coupons
appertaining thereto on the date of the deposit referred to in subparagraph (a) below, and the
provisions of this Indenture with respect to the Securities of such series and Coupons appertaining
thereto shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series and of Coupons appertaining thereto
pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of
Securities and Coupons appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining
rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any optional
redemption rights of such series of Securities to the extent to be exercised to make such call for
redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee
hereunder, (vi) the rights of the Holders of Securities of such series and Coupons appertaining
thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable
to all or any of them and (vii) the obligations of the Issuer under Section 3.2) and the Trustee,
at the expense of the Issuer, shall at the Issuer’s request, execute proper instruments
acknowledging the same, if





     (a) with reference to this provision the Issuer has irrevocably deposited or caused to
be irrevocably deposited 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 and Coupons appertaining thereto (i) cash in an amount, or (ii) in the case of any
series of Securities the payments on which may only be made in Dollars, U.S. Government
Obligations, maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash or (iii) a combination thereof,



50









 





sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the principal and interest on all
Securities of such series and Coupons appertaining thereto on each date that such principal
or interest is due and payable and (b) any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series;





     (b) such deposit will not result in a breach or violation of, or constitute a default
under, any agreement or instrument to which the Issuer is a party or by which it is bound;




     (c) the Issuer has delivered to the Trustee an Opinion of Counsel based on the fact
that (x) the Issuer has received from, or there has been published by, the IRS a ruling or
(y) since the date hereof, there has been a change in the applicable United States Federal
income tax law, in either case to the effect that, and such opinion shall confirm that, the
Holders of the Securities of such series and Coupons appertaining thereto will not recognize
income, gain or loss for United States Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to United States 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, defeasance and discharge had not occurred; and




     (d) the Issuer 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 provision have been complied with.



          (C) The Issuer shall be released from its obligations under Sections 3.6 and 9.1 and unless
otherwise provided for in the Board Resolution, Officer’s Certificate or Indenture supplemental
hereto establishing such series of Securities, from all covenants and other obligations referred to
in Section 2.3(19) or 2.3(21) with respect to such series of Securities, and any Coupons
appertaining thereto, outstanding on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means
that, with respect to the Outstanding Securities of any series, the Issuer may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in such
Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section
or by reason of any reference in such Section to any other provision herein or in any other
document and such omission to comply shall not constitute an Event of Default under Section 5.1,
but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby.
The following shall be the conditions to application of this subsection C of this Section 10.1:





     (a) The Issuer has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged
as security for, and dedicated solely to, the benefit of the holders of the Securities of
such series and coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of
any series of Securities the payments on which may only be made in Dollars, U.S. Government
Obligations maturing as to principal and interest at such times and in such amounts as will
insure the availability of cash or (iii) a combination thereof,



51









 






sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the principal and interest on all
Securities of such series and Coupons appertaining thereof and (B) any mandatory sinking
fund payments on the day on which such payments are due and payable in accordance with the
terms of the Indenture and the Securities of such series;




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




     (c) Such covenant defeasance shall not cause the Trustee to have a conflicting interest
as defined in Section 6.9 and for purposes of the Trust Indenture Act with respect to any
securities of the Issuer;




     (d) Such covenant defeasance shall not result in a breach or violation of, or
constitute a default under any agreement or instrument to which the Issuer is a party or by
which it is bound;




     (e) Such covenant defeasance shall not cause any Securities then listed on any
registered national securities exchange under the Exchange Act to be delisted;




     (f) The Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion
of Counsel to the effect that the Holders of the Securities of such series and Coupons
appertaining thereto will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such covenant defeasance and will be subject
to United States Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred; and




     (g) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to the
covenant defeasance contemplated by this provision have been complied with.



          SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF SECURITIES. Subject to
Section 10.4, all moneys deposited with the Trustee (or other trustee) pursuant to Section 10.1
shall be held in trust and applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto for the payment or redemption of
which such moneys have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other funds except to the
extent required by law.




          SECTION 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection with the satisfaction
and discharge of this Indenture with respect to Securities of any series, all moneys then held by
any paying agent under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the





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Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.




          SECTION 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS. Any
moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal
of or interest on any Security of any series and of any Coupons attached thereto and not applied
but remaining unclaimed for two years after the date upon which such principal or interest shall
have become due and payable, shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the
Securities of such series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter
look only to the Issuer for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease;
provided, that the Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it for any payment (a) in respect of Registered Securities of
any series, shall at the expense of the Issuer, mail by first-class mail to Holders of such
Securities at their addresses as they shall appear on the Security register, and (b) in respect of
Unregistered Securities of any series, shall at the expense of the Issuer cause to the published
once, in an Authorized Newspaper
in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in
London (and, if required by Section 3.7, once in an Authorized Newspaper in Luxembourg), notice,
that such moneys remain and that, after a date specified therein, which shall not be less than
thirty days from the date of such mailing or publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer.




          SECTION 10.5 INDEMNITY FOR U.S. GOVERNMENT OF OBLIGATIONS. The Issuer shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 10.1 or the principal or interest received in respect of
such obligations.




          SECTION 10.6 EFFECT ON SUBORDINATION PROVISIONS. Unless otherwise expressly established
pursuant to Section 2.3 with respect to the Subordinated Securities of any series, the provisions
of Section 11.13 hereof, insofar as they pertain to the Subordinated Securities of such series, and
the Subordination Provisions established pursuant to Section 2.3(9) with respect to such series,
are hereby expressly made subject to the provisions for satisfaction and discharge and defeasance
and covenant defeasance set forth in Section 10.1 hereof and, anything herein to the contrary
notwithstanding, upon the effectiveness of such satisfaction and discharge and defeasance and
covenant defeasance pursuant to Section 10.1 with respect to the Securities of such series, such
Securities shall thereupon cease to be so subordinated and shall no longer be subject to the
provisions of Section 11.13 or the Subordination Provisions established pursuant to Section 2.3(9)
with respect to such series and, without limitation to the foregoing, all moneys, U.S. Government
Obligations and other securities or property deposited with the Trustee (or other qualifying
trustee) in trust in connection with such satisfaction and discharge, defeasance or covenant
defeasance, as the case may be, and all proceeds therefrom may be applied to pay the principal of,
premium, if any, and interest, if any, on, and mandatory sinking fund payments, if any, with
respect to the Securities




53









 








of such series as and when the same shall become due and payable
notwithstanding the provisions of Section 11.13 or such Subordination Provisions.




ARTICLE XI




MISCELLANEOUS PROVISIONS




          SECTION 11.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER EXEMPT FROM
INDIVIDUAL LIABILITY. No recourse under or upon any obligation, covenant or agreement contained in
this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such, or against any past, present or future stockholder, officer or
director, as such, of the Issuer or of any successor, either directly or through the Issuer or any
successor, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and the Coupons, if any,
appertaining thereto by the Holders thereof and as part of the consideration for the issue of
the Securities and the Coupons appertaining thereto.




          SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES
AND COUPONS. Nothing in this Indenture, in the Securities or in the Coupons appertaining thereto,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other
than the parties thereto and their successors and the Holders of the Securities or Coupons, if any
and, in the case of the Subordinated Securities of any series, the holders of Senior Indebtedness
with respect to such series, any legal or equitable right, remedy or claim under this Indenture or
under any covenant or provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the Holders of the Securities or
Coupons, if any and, in the case of the Subordinated Securities of any series, the holders of
Senior Indebtedness with respect to such series.




          SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All the covenants,
stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer
shall bind its successors and assigns, whether so expressed or not.




          SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF SECURITIES AND COUPONS.
Any notice or demand which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders of Securities or Coupons, if any, to or on the Issuer
may be given or served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to McKesson Corporation, McKesson Plaza, One Post Street, San Francisco,
California 94104, Attention: Secretary. Any notice, direction, request or demand by the Issuer or
any Holder of Securities or Coupons, if any, to or upon the Trustee shall be deemed to have been
sufficiently given or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the Trustee is filed by
the




54









 








Trustee with the Issuer) to The Bank of New York Trust Company, N.A., 700 S. Flower Street,
Suite 500, Los Angeles, California 90017, Attention: Corporate Trust Administration.




          Where this Indenture provides for notice to Holders of Registered Securities, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class mail, postage prepaid, to each Holder entitled thereto, at his last address as it
appears in the Security register.




          Where this Indenture provides for notice to holders of Unregistered Securities, such notice
shall be sufficiently given (unless otherwise expressly provided herein) by giving notice to such
Holders (a) by publication of such notice at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.7, once in an Authorized
Newspaper in Luxembourg), and (b) by mailing such notice to the Holders of Unregistered Securities
who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act at such addresses as were so furnished to the Trustee.




          In any case where notice to such 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.




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




          SECTION 11.5 OFFICER’S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED
THEREIN. Upon any application or demand by the Issuer to the Trustee to take any action under any
of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.




          Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the person making such certificate or opinion has read such covenant or condition,
(b) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based, (c) a statement that, in
the opinion of such person, he has made such examination or


55









 








investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.




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




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




          Any certificate or opinion of any independent firm of public accountants filed with and
directed to the Trustee shall contain a statement that such firm is independent.




          SECTION 11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the date of maturity of
interest on or principal of the Securities of any series or any Coupons appertaining thereto or the
date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day,
then payment of interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period after such date.




          SECTION 11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with duties imposed by,
or with another provision (an “incorporated provision”) included in this Indenture by operation of
Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated
provision shall control.




          SECTION 11.8 NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THIS INDENTURE AND EACH SECURITY
AND COUPON SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, INCLUDING,
WITHOUT




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LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK
CIVIL PRACTICE LAWS AND RULES 327(b).




          EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, 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 NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.




          SECTION 11.9 COUNTERPARTS. This Indenture may be executed in any number of counterparts, each
of which shall be an original; but such counterparts shall together constitute but one and the same
instrument.




          SECTION 11.10 EFFECT OF HEADINGS. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.




          SECTION 11.11 SECURITIES IN A FOREIGN CURRENCY. Unless otherwise specified in an Officer’s
Certificate delivered pursuant to Section 2.3 of this Indenture with respect to a particular series
of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series or all series
affected by a particular action at the time Outstanding and, at such time, there are Outstanding
Securities of any series which are denominated in a Foreign Currency, then the principal amount of
Securities of such series which shall be deemed to be Outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall mean the noon Dollar
buying rate in The City of New York for cable transfers of such currency or currencies as published
by the Federal Reserve Bank of New York as of the most recent available date. If such Market
Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the Federal Reserve
Bank of New York or quotations from one or more major banks in The City of New York or in the
country of issue of the currency in question, which for purposes of the euro shall be any member
state of the European Union that has adopted the euro, as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.




          All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Issuer and all Holders.




          SECTION 11.12 JUDGMENT CURRENCY. The Issuer agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to
convert the sum due in respect of the principal of or interest on the Securities of any series
(the “Required Currency”) into a currency in which a




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judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the day on which final unappealable judgment is entered, unless such day is
not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange
used shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not
entered in accordance with subsection (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture. For purposes of
the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in
The City of New York or a day on which banking institutions in The City of New York are authorized
or required by law or executive order to close.




          SECTION 11.13 AGREEMENT TO SUBORDINATE. The Issuer, for itself, its successors and assigns,
covenants and agrees, and each Holder of Subordinated Securities of any series by his acceptance
thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any)
and interest, if any, on, and mandatory sinking fund payments, if any, in respect of each and all
of the Subordinated Securities of such series shall be expressly subordinated, to the extent and in
the manner provided in the Subordination Provisions established with respect to the Subordinated
Securities of such series pursuant to Section 2.3(9) hereof, in right of payment to the prior
payment in full of all Senior Indebtedness with respect to such series.




          SECTION 11.14 FORCE MAJEURE. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.




ARTICLE XII




REDEMPTION OF SECURITIES AND SINKING FUNDS




          SECTION 12.1 APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to
the Securities of any series which are redeemable before their




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maturity or to any sinking fund for
the retirement of Securities of a series except as otherwise specified as contemplated by Section
2.3 for Securities of such series.




          SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of redemption to the Holders
of Registered Securities of any series to be redeemed as a whole or in part at the option of the
Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the registry books.
Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in
part, who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of
the Trust Indenture Act shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least 30 days and not more than 60 prior to the date fixed for redemption, to
such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Issuer, the Trustee shall make such information available to the Issuer for
such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be
published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an
Authorized Newspaper in London (and, if required by Section 3.7, in an Authorized Newspaper in
Luxembourg), in each case, once in each of three successive calendar weeks, the first publication
to be not less than 30 nor more than 60 days prior to the date fixed for redemption. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption of such Security of
such series.




          The notice of redemption to each such Holder shall identify the Securities to be redeemed
(including CUSIP number(s)) and specify the aggregate principal amount of Securities of such series
to be redeemed, the date fixed for redemption, the redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of such Securities and, in the
case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing
after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional

sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption
will be paid as specified in such notice and that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be
redeemed in part only, the notice of redemption to Holders of Securities of the series shall state
the portion of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Security, a new Security or Securities
of such series in principal amount equal to the unredeemed portion thereof will be issued.




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




          On or before 11:00 a.m., New York City time, on the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one
or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate
and hold in trust as provided in Section 3.4) an amount of money sufficient to




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redeem on the
redemption date all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for redemption. The Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption, or such shorter
period as shall be acceptable to the Trustee, an Officer’s Certificate stating the aggregate
principal amount of Securities to be redeemed. In case of a redemption at the election of the
Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section,
an Officer’s Certificate stating that such restriction has been complied with.




          If less than all the Securities of a series are to be redeemed, the Trustee shall select, in
such manner as it shall deemed appropriate and fair, in its sole discretion, Securities of such
series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal
to the minimum authorized denomination for Securities of such series or any multiple thereof. The
Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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 of any series shall
relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.




          SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of redemption has been
given as above provided, the Securities or portions of Securities specified in such notice shall
become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after
said date (unless the Issuer shall default in the payment of such Securities at the redemption
price, together with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.5 and 10.4, such
Securities shall cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid interest to the date
fixed for redemption. On presentation and surrender of such Securities at a place of payment
specified in said notice, together with all Coupons, if any, appertaining thereto maturing after
the date fixed for redemption, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption; provided, that payment of
interest becoming due on or prior to the date fixed for redemption shall be payable in the case of
Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon
surrender thereof, and in the case of Registered Securities, to the Holder of such Registered
Securities registered as such on the relevant record date, subject to the terms and provisions of
Section 2.3 and 2.7 hereof.




          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.




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          If any Security with Coupons attached thereto is surrendered for redemption and is not
accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender
of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there be
furnished to each of them such security or indemnity as they may require to save each of them
harmless.




          Upon presentation of any Security redeemed in part only, the Issuer shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Issuer, a new Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.




          SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION.
Securities shall be excluded from eligibility for selection for redemption if they are identified
by registration and certificate number in an Officer’s Certificate delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be given as being owned of
record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an
entity specifically identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.




          SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount of any sinking fund
payment provided for by the terms of the Securities of any series is herein referred to as a
“mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by
the terms of the Securities of any series is herein referred to as an “optional sinking fund
payment.” The date on which a sinking fund payment is to be made is herein referred to as the
“sinking fund payment date.”




          In lieu of making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of
such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the
Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (b)
receive credit for optional sinking fund payments (not previously so credited) made pursuant
to this Section, or (c) receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.




          On or before the 60th day next preceding each sinking fund payment date for any series, the
Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements
required by Section 11.5) (a) specifying the portion of the mandatory sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series
and the basis for such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or cured) and are
continuing and (d) stating whether or not the Issuer intends to exercise its right to make an


61









 








optional sinking fund payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon
its receipt by the Trustee, the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s
Certificate and Securities specified in this paragraph, if any, shall not constitute a default but
shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit Securities of such series in
respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.




          If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency) or a
lesser sum in Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall be applied on the
next succeeding sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed for redemption. If
such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or the
equivalent thereof in any Foreign Currency) is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of
such series (or portions thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 60 days prior to
the sinking fund payment date as being owned of record and beneficially by, and not pledged or
hypothecated by, either (a) the Issuer or (b) an entity specifically identified in such Officer’s
Certificate as directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the
Securities of such series to be given in substantially the manner provided in Section 12.2 (and
with the effect provided in Section 12.3) for the redemption of Securities of such series in part
at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next cash sinking fund payment
for such series and, together with such payment, shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series shall be applied,




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together with other moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.




          On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.




          The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking
fund moneys or give any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of
any Event of Default except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for such redemption. Except
as aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default be deemed to have been collected under Article
Five and held for the payment of all such Securities. In case such Event of Default shall have
been waived as provided in Section 5.10 or the default cured on or before the sixtieth day
preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to the redemption of such
Securities.




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




	 	 	 	 	 	 	 
	 	 	MCKESSON CORPORATION
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

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

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 







64