exv4w1






Exhibit 4.1




 





UIL HOLDINGS CORPORATION

as the Company




and



THE BANK OF NEW YORK MELLON

as Trustee



 





Senior Indenture



Dated as of October 7, 2010



 





 


















 








TABLE OF CONTENTS








	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

Definitions and Incorporation by Reference	 
	 
	 	 	 	 
	Section 1.01 . Definitions
	 	 	1	 
	Section 1.02 . Other Definitions
	 	 	7	 
	Section 1.03 . Incorporation of Trust Indenture Act by Reference
	 	 	7	 
	Section 1.04 . Rules of Construction
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 2

The Securities	 
	 
	 	 	 	 
	Section 2.01 . Form and Dating
	 	 	8	 
	Section 2.02 . Execution And Authentication
	 	 	8	 
	Section 2.03 . Amount Unlimited; Issuable in Series
	 	 	10	 
	Section 2.04 . Denomination and Date of Securities; Payments of Interest
	 	 	13	 
	Section 2.05 . Registrar and Paying Agent; Agents Generally
	 	 	13	 
	Section 2.06 . Paying Agent to Hold Money in Trust
	 	 	14	 
	Section 2.07 . Transfer and Exchange
	 	 	15	 
	Section 2.08 . Replacement Securities
	 	 	17	 
	Section 2.09 . Outstanding Securities
	 	 	18	 
	Section 2.10 . Temporary Securities
	 	 	19	 
	Section 2.11 . Cancellation
	 	 	19	 
	Section 2.12 . CUSIP Numbers
	 	 	20	 
	Section 2.13 . Defaulted Interest
	 	 	20	 
	Section 2.14 . Series May Include Tranches
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 3

Redemption	 
	 
	 	 	 	 
	Section 3.01 . Applicability of Article
	 	 	21	 
	Section 3.02 . Notice of Redemption; Partial Redemptions
	 	 	21	 
	Section 3.03 . Payment Of Securities Called For Redemption
	 	 	23	 
	Section 3.04 . Exclusion of Certain Securities from Eligibility for Selection for Redemption
	 	 	23	 
	
Section 3.05 . Mandatory and Optional Sinking Funds
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 4

Covenants	 
	 
	 	 	 	 
	Section 4.01 . Payment of Securities
	 	 	26	 
	Section 4.02 . Maintenance of Office or Agency
	 	 	27	 






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	 	 	Page	 
	Section 4.03 . Securityholders’ Lists
	 	 	27	 
	Section 4.04 . Certificate to Trustee
	 	 	27	 
	Section 4.05 . Reports by the Company
	 	 	28	 
	Section 4.06 . Additional Amounts
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 5

Successor Corporation	 
	 
	 	 	 	 
	Section 5.01 . When Company May Merge, Etc.
	 	 	29	 
	Section 5.02 . Successor Substituted
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 6

Default and Remedies	 
	 
	 	 	 	 
	Section 6.01 . Events of Default
	 	 	30	 
	Section 6.02 . Acceleration
	 	 	31	 
	Section 6.03 . Other Remedies
	 	 	32	 
	Section 6.04 . Waiver of Past Defaults
	 	 	32	 
	Section 6.05 . Control by Majority
	 	 	33	 
	Section 6.06 . Limitation on Suits
	 	 	33	 
	Section 6.07 . Rights of Holders to Receive Payment
	 	 	34	 
	Section 6.08 . Collection Suit by Trustee
	 	 	34	 
	Section 6.09 . Trustee May File Proofs of Claim
	 	 	34	 
	Section 6.10 . Application of Proceeds
	 	 	34	 
	Section 6.11 . Restoration of Rights and Remedies
	 	 	35	 
	Section 6.12 . Undertaking for Costs
	 	 	36	 
	Section 6.13 . Rights and Remedies Cumulative
	 	 	36	 
	Section 6.14 . Delay or Omission not Waiver
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 7

Trustee	 
	 
	 	 	 	 
	Section 7.01 . General
	 	 	36	 
	Section 7.02 . Certain Rights of Trustee
	 	 	37	 
	Section 7.03 . Individual Rights of Trustee
	 	 	39	 
	Section 7.04 . Trustee’s Disclaimer
	 	 	40	 
	Section 7.05 . Notice of Default
	 	 	40	 
	Section 7.06 . Reports by Trustee to Holders
	 	 	40	 
	Section 7.07 . Compensation and Indemnity
	 	 	41	 
	Section 7.08 . Replacement of Trustee
	 	 	42	 
	Section 7.09 . Acceptance of Appointment by Successor
	 	 	43	 
	Section 7.10 . Successor Trustee By Merger, Etc.
	 	 	44	 
	Section 7.11 . Eligibility
	 	 	44	 
	Section 7.12 . Money Held in Trust
	 	 	44	 






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	 	 	Page	 
	ARTICLE 8

Satisfaction and Discharge of Indenture; Unclaimed Moneys	 
	 
	 	 	 	 
	Section 8.01 . Satisfaction and Discharge of Indenture
	 	 	44	 
	Section 8.02 . Application by Trustee of Funds Deposited for
Payment of Securities
	 	 	45	 
	Section 8.03 . Repayment of Moneys Held by Paying Agent
	 	 	46	 
	Section 8.04 . Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years
	 	 	46	 
	Section 8.05 . Defeasance and Discharge of Indenture
	 	 	46	 
	Section 8.06 . Defeasance of Certain Obligations
	 	 	48	 
	Section 8.07 . Reinstatement
	 	 	49	 
	Section 8.08 . Indemnity
	 	 	50	 
	Section 8.09 . Excess Funds
	 	 	50	 
	Section 8.10 . Qualifying Trustee
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 9

Amendments, Supplements and Waivers	 
	 
	 	 	 	 
	Section 9.01 . Without Consent of Holders
	 	 	50	 
	Section 9.02 . With Consent of Holders
	 	 	51	 
	Section 9.03 . Revocation and Effect of Consent
	 	 	52	 
	Section 9.04 . Notation on or Exchange of Securities
	 	 	53	 
	Section 9.05 . Trustee to Sign Amendments, Etc.
	 	 	53	 
	Section 9.06 . Conformity with Trust Indenture Act
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 10

Miscellaneous	 
	 
	 	 	 	 
	Section 10.01 . Trust Indenture Act of 1939
	 	 	53	 
	Section 10.02 . Notices
	 	 	54	 
	Section 10.03 . Certificate and Opinion as to Conditions Precedent
	 	 	55	 
	Section 10.04 . Statements Required in Certificate or Opinion
	 	 	55	 
	Section 10.05 . Evidence of Ownership
	 	 	56	 
	Section 10.06 . Rules by Trustee, Paying Agent or Registrar
	 	 	56	 
	Section 10.07 . Payment Date Other Than a Business Day
	 	 	56	 
	Section 10.08 . Governing Law
	 	 	56	 
	Section 10.09 . No Adverse Interpretation of Other Agreements
	 	 	56	 
	Section 10.10 . Successors
	 	 	57	 
	Section 10.11 . Duplicate Originals
	 	 	57	 
	Section 10.12 . Separability
	 	 	57	 
	Section 10.13 . Table of Contents, Headings, Etc.
	 	 	57	 
	Section 10.14 . Incorporators, Stockholders, Officers and Directors of
Company Exempt from Individual Liability
	 	 	57	 






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	 	 	Page	 
	Section 10.15 . Judgment Currency
	 	 	57	 
	Section 10.16 . Submission to Jurisdiction; Waiver of Jury Trial
	 	 	58	 






SIGNATURES




iv









 





     SENIOR INDENTURE, dated as of October 7, 2010, between UIL Holdings Corporation, a Connecticut
corporation, as the Company, and The Bank of New York Mellon, a corporation organized under the
laws of the State of New York authorized to conduct a banking business, as Trustee.



RECITALS OF THE COMPANY




     WHEREAS, the Company has duly authorized the issue from time to time of its senior 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 and to provide, among other things, for the authentication, delivery and
administration thereof, the Company has duly authorized the execution and delivery of this
Indenture; 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 Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities or of any and all series thereof and of
the coupons, if any, appertaining thereto as follows:



ARTICLE 1

Definitions and Incorporation by Reference




     Section 1.01. Definitions.



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



     “Agent” means any Registrar, Paying Agent, transfer agent, Authenticating Agent or any other
agent appointed hereunder.



     “Board Resolution” means one or more resolutions of the board of directors of the Company or
any authorized committee thereof, certified by the













 




secretary or an assistant secretary to have been duly adopted and to be in full force and
effect on the date of certification, and delivered to the Trustee.




     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or regulation to close in
The City of New York, with respect to any Security the interest on which is based on the offered
quotations in the interbank Eurodollar market for dollar deposits, in London, or with respect to
Securities denominated in a specified currency other than United States dollars, in the place of
payment established in accordance with Section 2.03(e).



     “Capital Lease” means, with respect to any Person, any lease of any property which, in
conformity with GAAP, is required to be capitalized on the balance sheet of such Person.



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



     “Company” means the party named as such in the first paragraph of this Indenture until a
successor replaces it pursuant to Article 5 of this Indenture and thereafter means the successor.



     “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, at the
date of this Indenture, located at 101 Barclay Street, 4E New York, New York 10286.



     “Currency Agreement” means, with respect to any Person, any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to protect such Person
or any of its Subsidiaries against fluctuations in currency values to or under which such Person or
any of its Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a
beneficiary thereafter.



     “Debt” means, with respect to any Person at any date of determination (without duplication),
(i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or bankers’ acceptance or other similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the
deferred purchase price of property or services, except Trade Payables, (v) all obligations of such
Person as lessee under Capital Leases, (vi) all Debt of others



2









 




secured by a Lien on any asset of
such Person, whether or not such Debt is assumed by such Person; provided that, for purposes of
determining the amount
of any Debt of the type described in this clause, if recourse with respect to such Debt is
limited to such asset, the amount of such Debt shall be limited to the lesser of the fair market
value of such asset or the amount of such Debt, (vii) all Debt of others Guaranteed by such Person
to the extent such Debt is Guaranteed by such Person, (viii) all redeemable stock valued at the
greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends
and (ix) to the extent not otherwise included in this definition, all obligations of such Person
under Currency Agreements and Interest Rate Agreements.




     “Default” means any event that is, or after notice or passage of time or both would be, an
Event of Default.



     “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of one or more Global Securities, the Person designated as Depositary by the Company pursuant
to Section 2.03 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 Global Securities of that series.



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



     “GAAP” means generally accepted accounting principles in the U.S. as in effect as of the date
hereof applied on a basis consistent with the principles, methods, procedures and practices
employed in the preparation of the Company’s audited financial statements, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as is
approved by a significant segment of the accounting profession.



     “Global Security” means a Security evidencing all or a part of a series of Securities, issued
to the Depositary or its nominee for such series in accordance with Section 2.02, and bearing the
legend prescribed in Section 2.02.



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt
or other obligation of such other Person (whether arising by virtue of partnership



3









 




arrangements, or
by agreement to keepwell, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment thereof or to
protect such
obligee against loss in respect thereof (in whole or in part); provided that the term
“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.




     “Holder” or “Securityholder” means the Person shown in the Security Register kept by the
Registrar as the registered holder of any Security.



     “Indenture” means this Indenture as originally executed and delivered or as it may be amended
or supplemented from time to time by one or more indentures supplemental to this Indenture entered
into pursuant to the applicable provisions of this Indenture and shall include the forms and terms
of the Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.



     “Interest Rate Agreement” means, with respect to any Person, any interest rate protection
agreement, interest rate future agreement, interest rate option agreement, interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates to or under which such Person or any of its
Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a beneficiary
thereafter.



     “Lien” means, with respect to any property, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such property. For purposes of this Indenture,
the Company shall be deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease
or other title retention agreement relating to such property.



     “Officer” means, with respect to the Company, the chairman of the board of directors, the
president or chief executive officer, any vice president, the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant secretary.



     “Officers’ Certificate” means a certificate signed in the name of the Company (i) by the
chairman of the board of directors, the president or chief executive officer or a vice president
and (ii) by the chief financial officer, the treasurer or any assistant treasurer, or the secretary
or any assistant secretary, and delivered to the Trustee. Each such certificate shall comply with
Section 314 of



4









 





the Trust Indenture Act, if applicable, and include (except as otherwise expressly
provided in this Indenture) the statements provided in Section 10.04, if applicable.



     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee
of or counsel to the Company, satisfactory to the Trustee. Each such opinion shall comply with
Section 314 of
the Trust Indenture Act, if applicable, and include the statements provided in Section 10.04, if and to the extent
required thereby.




     “original issue date” of any Security (or portion thereof) means the earlier of (a) the date
of authentication 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 6.02.



     “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 Company or its agents upon the issuance of such
Securities.



     “Person” means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.



     “Principal” of a Security means the principal amount of, and, unless the context indicates
otherwise, includes any premium payable on, the Security.



     “Responsible Officer” when used with respect to the Trustee, shall mean an officer of the
Trustee in the Corporate Trust Office, having direct responsibility for the administration of this
Indenture, and also, with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the particular subject.



     “Securities” means any of the securities, as defined in the first paragraph of the recitals
hereof, that are authenticated and delivered under this Indenture.



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



     “Subsidiary” means, with respect to any Person, any corporation, association or other business
entity of which a majority of the capital stock or other ownership interests having ordinary voting
power to elect a majority of the



5









 




board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.




     “Trade Payables” means, with respect to any Person, any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such
Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods or services.



     “Trustee” means the party named as such in the first paragraph of this Indenture until a
successor replaces it in accordance with the provisions of Article 7 and thereafter shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb), as it may be amended from time to time.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
of an agency or instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America,
and shall also include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of
interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.



     “Yield to Maturity” means, as the context may require, the yield to maturity (i) on a series
of Securities or (ii) if the Securities of a series are issuable from time to time, on a Security
of such series, calculated at the time of issuance of such series in the case of clause (i) or at
the time of issuance of such Security of such series in the case of clause (ii), or, if applicable,
at the most recent redetermination of interest on such series or on such Security, and calculated
in accordance with the constant interest method or such other accepted financial practice as is
specified in the terms of such Security.



6









 





     Section 1.02. Other Definitions. Each of the following terms is defined in the
section set forth opposite such term:



	 	 	 	 	 
	Term	 	Section
	Authenticating Agent
	 	 	2.02	 
	Cash Transaction
	 	 	7.03	 
	Dollars
	 	 	4.02	 
	Event of Default
	 	 	6.01	 
	Judgment Currency
	 	 	10.15	(a)
	mandatory sinking fund payment
	 	 	3.05	 
	optional sinking fund payment
	 	 	3.05	 
	Paying Agent
	 	 	2.05	 
	record date
	 	 	2.04	 
	Registrar
	 	 	2.05	 
	Required Currency
	 	 	10.15	(a)
	Security Register
	 	 	2.05	 
	self-liquidating paper
	 	 	7.03	 
	sinking fund payment date
	 	 	3.05	 
	tranche
	 	 	2.14	 






     Section 1.03. Incorporation of Trust Indenture Act by Reference. Whenever this
Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by
reference in and made a part of this Indenture. The following terms used in this Indenture that
are defined by the Trust Indenture Act have the following meanings:



     “indenture securities” means the Securities;



     “indenture security holder” means a Holder or a Securityholder;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



     “obligor” on the indenture securities means the Company or any other obligor on the
Securities.



     All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
reference in the Trust Indenture Act to another statute or defined by a rule of the Commission and
not otherwise defined herein have the meanings assigned to them therein.



     Section 1.04. Rules of Construction. Unless the context otherwise requires:




7











 






     (a) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;




     (b) words in the singular include the plural, and words in the plural include
the singular;




     (c) “herein,” “hereof” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision;




     (d) all references to Sections or Articles refer to Sections or Articles of
this Indenture unless otherwise indicated; and




     (e) use of masculine, feminine or neuter pronouns should not be deemed a
limitation, and the use of any such pronouns should be construed to include, where
appropriate, the other pronouns.



ARTICLE 2

The Securities




     Section 2.01. Form and Dating. The Securities of each series shall be substantially
in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant
to one or more Board Resolutions 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 of any securities exchange or usage, all as may be
determined by the Officers executing such Securities as evidenced by their execution of the
Securities.



     Section 2.02. Execution And Authentication. Two Officers shall execute the
Securities for the Company by facsimile or manual signature in the name and on behalf of the
Company. If an Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be valid.



     The Trustee, at the expense of the Company, may appoint an authenticating agent (the
“Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by such Authenticating Agent.



8









 





     A Security shall not be valid until the Trustee or Authenticating Agent manually signs the
certificate of authentication on the Security by an authorized
signatory. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication together with the applicable documents referred to below in this Section, and the
Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of
the Company. In authenticating any Securities of a series, the Trustee shall be entitled to
receive prior to the authentication of any Securities of such series, and (subject to Article 7)
shall be fully protected in relying upon, unless and until such documents have been superseded or
revoked:




     (a) any Board Resolution and/or executed supplemental indenture referred to
in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of
that series were established;




     (b) an Officers’ Certificate setting forth the form or forms and terms of the
Securities, stating that the form or forms and terms of the Securities of such series have
been, or, in the case of a Periodic Offering, will be when established in accordance with
such procedures as shall be referred to therein, established in compliance with this
Indenture; and




     (c) an Opinion of Counsel substantially to the effect that the form or forms
and terms of the Securities of such series have been, or, in the case of a Periodic
Offering, will be when established in accordance with such procedures as shall be referred
to therein, established in compliance with this Indenture and that the supplemental
indenture, to the extent applicable, and Securities have been duly authorized and, if
authenticated in accordance with the provisions of the Indenture and delivered to and duly
paid for by the purchasers thereof on the date of such opinion, would be entitled to the
benefits of the Indenture and would be valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, subject to
bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws
affecting creditors’ rights generally, general principles of equity, and covering such
other matters as shall be specified therein and as shall be reasonably requested by the
Trustee.



     The Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.



9









 





     Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic
Offering, all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Board Resolution otherwise
required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of
Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.



     With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Company of any of such Securities, the forms and terms thereof and
the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and
the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with
the first authentication of Securities of such series.



     If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a
portion thereof are to be issued in the form of one or more Global Securities, then the Company
shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate Principal amount of
all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or
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.”



     Section 2.03. 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 Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of
Securities of any series, subject to the last sentence of this Section 2.03,



     (a) the designation of the Securities of the series, which shall distinguish the
Securities of the series from the Securities of all other series;



10









 





     (b) any limit upon the aggregate Principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture and any limitation on the ability of the
Company to increase such aggregate Principal amount after the initial issuance of the Securities of
that series (except for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant
hereto);



     (c) the date or dates on which the Principal of the Securities of the series is
payable (which date or dates may be fixed or extendible);



     (d) the rate or rates (which may be fixed or variable) per annum 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 and 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;



     (e) if other than as provided in Section 4.02, the place or places where the Principal
of and any interest on Securities of the series shall be payable, any Securities of the series may
be surrendered for exchange, and notices, demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;



     (f) the right, if any, of the Company to redeem Securities of the series, in whole or
in part, at its option and the period or periods within 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;



     (g) the obligation, if any, of the Company 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
and any of the terms and conditions upon which Securities of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation;



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



     (i) 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;



     (j) if other than the coin or currency in which the Securities of the series are
denominated, the coin or currency in which payment of the Principal of



11









 







or interest on the
Securities of the series shall be payable or if the amount of payments of Principal of and/or
interest on the Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are denominated, the manner
in which such amounts shall be determined;



     (k) if other than the currency of the United States of America, the currency or
currencies, including composite currencies, in which payment of the Principal of and interest on
the Securities of the series shall be payable, and the manner in which any such currencies shall be
valued against other currencies in which any other Securities shall be payable;



     (l) whether the Securities of the series or any portion thereof will be issuable as
Global Securities;



     (m) whether and under what circumstances the Company 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 Company will have
the option to redeem such Securities rather than pay such additional amounts;



     (n) if the Securities of the series are to be issuable in definitive, non-global 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;



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



     (p) provisions, if any, for the defeasance of the Securities of the series (including
provisions permitting defeasance of less than all Securities of the series), which provisions may
be in addition to, in substitution for, or in modification of (or any combination of the foregoing)
the provisions of Article 8;



     (q) if the Securities of the series are issuable in whole or in part as one or more
Global Securities, the identity of the Depositary or common Depositary for such Global Securities;



     (r) any other Events of Default or covenants with respect to the Securities of the
series; and



     (s) any other terms of the Securities of the series (which terms shall not be
inconsistent with the provisions of this Indenture).



12









 





     All Securities of any one series shall be substantially identical, except as to date and
denomination, except in the case of any Periodic Offering and except as may otherwise be provided
by or pursuant to the Board Resolution referred to above or as set forth in any such 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, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution or in any such indenture supplemental hereto and any
forms and terms of Securities to be issued from time to time may be completed and established
from time to time prior to the issuance thereof by procedures described in such Board Resolution or
supplemental indenture.



     Unless otherwise expressly provided with respect to a series of Securities, the aggregate
Principal amount of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate Principal amount authorized with respect to such
series as increased.



     Section 2.04. Denomination and Date of Securities; Payments of Interest. The
Securities of each series shall be issuable in denominations established as contemplated by Section
2.03 or, if not so established with respect to Securities of any series, in denominations of $1,000
and any integral multiple thereof. 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
Company executing the same may determine, as evidenced by their execution thereof.



     Unless otherwise specified with respect to a series of Securities, each Security shall be
dated the date of its authentication. 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 2.03.



     The Person in whose name any 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 Security subsequent to the record date and
prior to such interest payment date, except if and to the extent the Company shall default in the
payment of the interest due on such interest payment date for such series, in which case the
provisions of Section 2.13 shall apply. 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 Securities of such series
established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth
day next preceding such interest payment date, whether or not such record date is a Business Day.



     Section 2.05. Registrar and Paying Agent; Agents Generally. The Company shall
maintain an office or agency where Securities may be presented



13









 







for registration, registration of
transfer or for exchange (the “Registrar”) and an office or agency where Securities may be
presented for payment (the “Paying Agent”), which shall be in the Borough of Manhattan, The City of
New York. The Company shall cause the Registrar to keep a register of the Securities and of their
registration, transfer and exchange (the “Security Register”). The Company may have one or more
additional Paying Agents or transfer agents with respect to any series.



     The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture. The agreement shall implement the provisions of this Indenture and the Trust
Indenture Act that relate to such Agent. The Company shall give prompt written notice to the
Trustee of the name and address of any Agent and any change in the name or address of an Agent. If
the Company fails to maintain at least one Registrar or Paying Agent in the State of New York, the
Trustee shall act as such. The Company may remove any Agent upon written notice to such Agent and
the Trustee and any Agent may resign upon written notice to the Company and the Trustee. The
Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided that neither
the Company nor an Affiliate of the Company shall act as Paying Agent in connection with the
defeasance of the Securities or the discharge of this Indenture under Article 8.



     The Company initially appoints the Trustee as Registrar, Paying Agent and Authenticating
Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to
the Trustee ten days prior to each interest payment date and at such other times as the Trustee may
reasonably request the names and addresses of the Holders as they appeared in the Security Register
on the record date for such interest payment date.



     Section 2.06. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New
York City time on the Business Day prior to the due date of any Principal or interest on any
Securities, the Company shall deposit with the Paying Agent money in immediately available funds
sufficient to pay such Principal or interest. The Company shall require each Paying Agent other
than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of
the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of
Principal of and interest on such Securities and shall promptly notify the Trustee of any default
by the Company in timely making any such payment. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the
Trustee may at any time during the continuance of any payment default, upon written request to a
Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the
money so paid over to the Trustee. If the Company or any Affiliate of the Company acts as Paying
Agent, it will, in



14









 







accordance with the times set forth above, segregate and hold in a separate
trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its
action or failure to act as required by this Section.



     Section 2.07. Transfer and Exchange. At the option of the Holder thereof, Securities
of any series (other than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series and tenor having
authorized denominations and an equal aggregate Principal amount, upon surrender of such
Securities to be exchanged at the agency of the Company that shall be maintained for such purpose
in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges
hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.



     Upon surrender for registration of transfer of any Security of a series at the agency of the
Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment,
if the Company shall so require, of the charges hereinafter provided, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of
like tenor and aggregate Principal amount.



     All Securities presented for registration of transfer, exchange, redemption or payment shall
be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly
authorized in writing.



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



     Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.



15









 





     None of the Trustee or any Agent shall: (i) have any duty to monitor compliance with or with
respect to any securities or tax laws (including but not limited to any U.S. federal or state or
other securities or tax laws) or (ii) except as specifically provided herein, have any duty to
obtain documentation on any transfers or exchanges of the Securities.



     If at any time the Depositary for any Global Securities of any series notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Securities or if at any
time the Depositary for such Global Securities shall no longer be eligible under applicable law,
the Company shall appoint a successor Depositary eligible under applicable law with respect to such
Global Securities. If a successor Depositary eligible under applicable law for such
Global Securities is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon
receipt of the Company’s order for the authentication and delivery of definitive non-global
Securities of such series and tenor, will authenticate and deliver definitive non-global Securities
of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal
to the Principal amount of such Global Securities, in exchange for such Global Securities.



     The Company may at any time and in its sole discretion and subject to the procedures of the
Depositary determine that any Global Securities of any series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon receipt of the
Company’s order for the authentication and delivery of definitive non-global Securities of such
series and tenor, will authenticate and deliver, definitive non-global Securities of such series
and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal
amount of such Global Securities, in exchange for such Global Securities.



     Any time the Securities of any series are not in the form of Global Securities pursuant to the
preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of
definitive non-global Securities without the legend required by Section 2.02 and the Trustee agrees
to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of
this Indenture.



     If established by the Company pursuant to Section 2.03 with respect to any Global Security,
the Depositary for such Global Security may surrender such Global Security in exchange in whole or
in part for Securities of the same series and tenor in definitive registered form on such terms as
are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,



16









 






     (a) to the Person specified by such Depositary new definitive non-global
Securities of the same series and tenor, 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 Global Security; and




     (b) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the Principal amount of the surrendered Global Security and
the aggregate Principal amount of definitive non-global Securities authenticated and
delivered pursuant to clause (a) above.



     Definitive non-global Securities issued in exchange for a Global Security pursuant to this
Section 2.07 shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security shall instruct pursuant to
written instructions from its direct or indirect participants to the Trustee. The Trustee shall
deliver such Securities to or as directed in writing 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such transfer or exchange.



     The Registrar shall not be required (i) to issue, authenticate, register the transfer of or
exchange Securities of any series for a period of 15 days before a selection of such Securities to
be redeemed or (ii) to register the transfer of or exchange any Security selected for redemption in
whole or in part.



     None of the Company, the Trustee nor any Agent will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial interests in any
Global Securities or for maintaining, supervising or reviewing any records relating to such
beneficial interests.



     Section 2.08. Replacement Securities. If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and deliver, in exchange
for such mutilated Security, a new Security of the same series and of like tenor and Principal
amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of any of them harmless, then, in the absence
of notice to the Company or



17









 







the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and
Principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security (without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them and any agent of any of them harmless, and in the
case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any
agent of them of the destruction, loss or theft of such Security and the ownership thereof.



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



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



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



     Section 2.09. Outstanding Securities. Securities outstanding at any time are all
Securities that have been authenticated by the Trustee except for those cancelled by it, those
delivered to it for cancellation, those described in this Section as not outstanding and those that
have been defeased pursuant to Section 8.05.



     If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and
until the Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a protected purchaser.



     If the Paying Agent (other than the Company or an Affiliate of the Company) holds on the
maturity date or any redemption date or date for



18









 







repurchase of the Securities money sufficient to
pay Securities payable or to be redeemed or repurchased on that date, then on and after that date
such Securities cease to be outstanding and interest on them shall cease to accrue.



     A Security does not cease to be outstanding because the Company or one of its Affiliates holds
such Security, provided, however, that, in determining whether the Holders of the requisite
Principal amount of the outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company or any Affiliate of
the Company shall be disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the
Trustee has received written notice to be so owned shall be so disregarded. Any Securities so
owned which are pledged by the Company, or by any Affiliate of the Company, as security for loans
or other obligations, otherwise than to another such Affiliate of the Company, shall be deemed to
be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is
free to exercise in its or his discretion the
right to vote such securities, uncontrolled by the Company or by any such Affiliate.



     Section 2.10. Temporary Securities. Until definitive Securities of any series are
ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities
of such series. Temporary Securities of any series shall be substantially in the form of
definitive Securities of such series but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary Securities, as
evidenced by their execution of such temporary Securities. If temporary Securities of any series
are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of any series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series and tenor
upon surrender of such temporary Securities at the office or agency of the Company designated for
such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like Principal amount of
definitive Securities of such series and tenor and authorized denominations. 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.



     Section 2.11. Cancellation. The Company at any time may deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any
Securities previously authenticated



19









 







hereunder which the Company has not issued and sold. The
Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose of in
accordance with its customary procedures all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver a certificate of disposition to the Company. The Company may not
issue new Securities to replace Securities it has paid in full or delivered to the Trustee for
cancellation.



     Section 2.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,”
“ISIN” and/or “CINS” numbers (if then generally in use), and the Trustee shall use CUSIP numbers,
ISIN numbers or CINS numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders and no representation shall be made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption or exchange.



     Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest
on the Securities, it shall pay, or shall deposit with the Paying Agent money in immediately
available funds sufficient to pay, the defaulted interest plus
(to the extent lawful) any interest payable on the defaulted interest (as may be specified in
the terms thereof, established pursuant to Section 2.03) to the Persons who are Holders on a
subsequent special record date, which shall mean the 15th day next preceding the date fixed by the
Company for the payment of defaulted interest, whether or not such day is a Business Day. At least
15 days before such special record date, the Company shall mail to each Holder of such Securities
and to the Trustee a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.



     Section 2.14. Series May Include Tranches. A series of Securities may include one or
more tranches (each a “tranche”) of Securities, including Securities issued in a Periodic Offering.
The Securities of different tranches may have one or more different terms, including
authentication dates and public offering prices, but all the Securities within each such tranche
shall have identical terms, including authentication date and public offering price.
Notwithstanding any other provision of this Indenture, with respect to Sections 2.02 (other than
the fourth, sixth and seventh paragraphs thereof), 2.03, 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05,
4.02, 6.01 through 6.14, 8.01 through 8.07, 9.02 and Section 10.07, if any series of Securities
includes more than one tranche, all provisions of such sections applicable to any series of
Securities shall be deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided with respect to such
series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the
next preceding sentence, any of the provisions of such sections which provide for or permit action
to be taken with respect to a series of Securities shall also be



20









 







deemed to provide for and permit
such action to be taken instead only with respect to Securities of one or more tranches within that
series (and such provisions shall be deemed satisfied thereby), even if no comparable action is
taken with respect to Securities in the remaining tranches of that series.



ARTICLE 3

Redemption




     Section 3.01. Applicability of Article. The provisions of this Article shall be
applicable to the Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.



     Section 3.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the
Holders of Securities of any series to be redeemed as a whole or in part at the option of the
Company 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 Security
Register.
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 any other Security of such series.



     The notice of redemption to each such Holder shall specify the Principal amount of each
Security of such series held by such Holder to be redeemed, the CUSIP numbers of the Securities to
be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the
manner of calculation thereof, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, 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 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 and tenor
in Principal amount equal to the unredeemed portion thereof will be issued.



21









 





     The notice of redemption of Securities of any series to be redeemed at the option of the
Company shall be given by the Company or, at the Company’s written request which shall include the
information to be included in the notice to the Holders required by the preceding paragraph, by the
Trustee in the name and at the expense of the Company.



     On or before 10:00 a.m. New York City time on the Business Day prior to the redemption date
specified in the notice of redemption given as provided in this Section, the Company will deposit
with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money
sufficient to 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. If all of the outstanding Securities of a series are to be redeemed, the Company
will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption
may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter
period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such
Securities are to be redeemed. If less than all the outstanding Securities of a series are to be
redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which
notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02
(or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the
aggregate Principal amount of such Securities to be redeemed. In the case of any redemption of
Securities (a) prior to
the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this Indenture, the Company
shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers’ Certificate evidencing compliance with such restriction or
condition.



     If less than all the Securities of a series are to be redeemed, the Trustee shall select, pro
rata, by lot or in such manner as it shall deem appropriate and fair, Securities of such series to
be redeemed in whole or in part. Securities may be redeemed in part in Principal amounts equal to
authorized denominations for Securities of such series. The Trustee shall promptly notify the
Company 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 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.



22









 





     Section 3.03. Payment Of Securities Called For Redemption. If notice of redemption
has been given as above provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after
such date (unless the Company shall default in the payment of such Securities at the redemption
price, together with interest accrued to such date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and, except as provided in Sections 7.12
and 8.02, such Securities shall cease from and after the date fixed for redemption to be entitled
to any benefit 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, said Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with interest accrued thereon
to the date fixed for redemption; provided that payment of interest becoming due on or prior to the
date fixed for redemption shall be payable to the Holders of such Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 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.



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



     Section 3.04. 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 a written statement signed by an authorized
Officer of the Company and 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 or beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an Affiliate of the Company.



     Section 3.05. Mandatory and Optional Sinking Funds. The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for
by the terms of the



23









 







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 Company may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund
payment) by the Company or receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and
delivered to the Trustee for cancellation pursuant to Section 2.11, (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 Company at the
option of the Company pursuant to the terms of such Securities or through any optional sinking fund
payment. 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 sixtieth day next preceding each sinking fund payment date for any series, or
such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee
an Officers’ Certificate (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 specified Securities of
such series and the basis for such credit, (b) stating that none of the specified 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 Company intends to exercise its
right to make an optional sinking fund payment with respect to such series and, if so, specifying
the amount of such
optional sinking fund payment which the Company 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 Company 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 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon
its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash
payments or delivery of Securities therein referred to, if any, on or before the next succeeding
sinking fund payment date. Failure of the Company, on or before any such sixtieth 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 Company (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



24









 







thereof and (ii) that the Company 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 a lesser sum if the Company shall so request with
respect to the Securities of any 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 thereof together with accrued interest thereon to the date fixed for redemption. If such
amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it
shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The
Trustee shall select, in the manner provided in Section 3.02, 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 Company) inform the Company 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 Officers’ Certificate delivered to the Trustee at least
60 days prior to the sinking fund payment date as being owned of record or beneficially by, and not
pledged or hypothecated by either (a) the Company or (b) an Affiliate of the Company. The Trustee,
in the name and at the expense of the Company (or the Company, 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 3.02 (and with the effect provided in Section 3.03)
for the redemption of Securities of such series in part at the option of the Company. 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, 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 10:00 a.m. New York City time on the Business Day prior to the sinking fund
payment date, the Company shall pay to the Trustee in cash or by credit of Securities or shall
otherwise provide for the payment of all Principal and interest accrued to the date fixed for
redemption on Securities to be redeemed on the next following sinking fund payment date.



25









 





     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking
fund moneys or mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a Default in payment of interest on such Securities or of
any Event of Default except that, where the mailing 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 Company 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
6 and held for the payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 6.04 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.



ARTICLE 4

Covenants




     Section 4.01. Payment of Securities. The Company shall pay the Principal of and
interest on the Securities on the dates and in the manner provided in the Securities and this
Indenture. The interest on Securities (together with any additional amounts payable pursuant to
the terms of such Securities) shall be payable only to the Holders thereof (subject to Section
2.04) and at the option of the Company may be paid 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 Security
Register of the Company.



     Notwithstanding any provisions of this Indenture and the Securities of any series to the
contrary, if the Company and a Holder of any Security so agree, payments of interest on, and any
portion of the Principal of, such Holder’s
Security (other than interest payable at maturity or on any redemption or repayment date or
the final payment of Principal on such Security) shall be made by the Paying Agent, upon receipt
from the Company of immediately available funds by 10:00 A.M., New York City time on the Business
Day prior to the payment date (or such other time as may be agreed to between the Company and the
Paying Agent), directly to the Holder of at least $500,000 in aggregate Principal amount of
Securities (by Federal funds wire transfer or otherwise) if such Holder has delivered written
instructions to the Trustee 15 days prior to such payment date requesting that such payment be so
made and designating the bank account to which such payments shall be so made and in the case of
payments of Principal, surrenders the same to the Trustee in exchange for a Security or



26









 







Securities
aggregating the same Principal amount as the unredeemed Principal amount of the Securities
surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder
pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment
date.



     The Company shall pay interest on overdue Principal, and interest on overdue installments of
interest, to the extent lawful, at the rate per annum specified in the Securities.



     Section 4.02. Maintenance of Office or Agency. The Company will maintain in the
Borough of Manhattan, The City of New York an office or agency where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served. The
Company hereby initially designates the Corporate Trust Office of the Trustee, located in New York,
New York, as such office or agency of the Company. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the address of the Trustee set forth in Section 10.02.



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



     Section 4.03. Securityholders’ Lists. The Company 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 Securities pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 5 days after each record date for the payment of semi-annual
interest on the
Securities, as hereinabove specified, as of such record date, and (b) at such other times as
the Trustee may request in writing, within thirty days after receipt by the Company of any such
request as of a date not more than 15 days prior to the time such information is furnished.



     Section 4.04. Certificate to Trustee. The Company will furnish to the Trustee
annually, on or before a date not more than four months after the end of its fiscal year (which, on
the date hereof, is a calendar year), a brief certificate (which need not contain the statements
required by Section 10.04) from its



27









 







principal executive, financial or accounting officer as to his
or her knowledge of the compliance of the Company with all conditions and covenants under this
Indenture (such compliance to be determined without regard to any period of grace or requirement of
notice provided under this Indenture) which certificate shall comply with the requirements of the
Trust Indenture Act.



     Section 4.05. Reports by the Company. The Company covenants to file with the
Trustee, within 15 days after the Company is required to file the same with the Commission, copies
of the annual reports and of the information, documents, and other reports which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.



     Delivery of the above reports to the Trustee is for informational purposes only and the
Trustee’s receipt of such reports shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely
exclusively on an Officers’ Certificate) or any other agreement or document.



     Section 4.06. Additional Amounts. If the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the first interest payment date with
respect to that series of Securities and at least 10 days prior to each date of payment of
Principal of or interest on the Securities of that series if there has been a change with respect
to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to
the Trustee and the Paying Agents, if other than the Trustee, an Officers’ Certificate instructing
the Trustee and such Paying Agents whether such payment of Principal of or interest on the
Securities of that series shall be made to Holders of the Securities of that series without
withholding or deduction for or on account of any tax, assessment or other governmental charge
described in the Securities of that series. If any such withholding or deduction shall be required,
then such Officers’ Certificate shall specify by country the amount, if any, required to be
withheld or deducted on such payments to such Holders and shall certify (i) that the Company shall
make such withholding or deduction and shall remit the relevant tax, assessment or other
governmental charge to the relevant taxing authority and (ii) the fact that additional amounts will
be payable and the amounts so payable to each Holder, and the Company shall pay to the Trustee or
such Paying Agents the additional amounts required to be paid by this Section. The Company
covenants to
indemnify each of the Trustee and any Paying Agents for, and to hold each of them harmless
against, any loss, liability or expense reasonably incurred without bad faith on its part arising
out of or in connection with actions taken or omitted by it in reliance on any Officers’
Certificate furnished pursuant to this Section. The provisions of this Section shall survive the
satisfaction and discharge of the Securities, the resignation or removal of the Trustee or any
Paying Agent and the payment of the Securities.



28









 





     Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of
or interest or any other amounts on, or in respect of, any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to such terms, and express
mention of the payment of additional amounts (if applicable) in any provision hereof shall not be
construed as excluding the payment of additional amounts in those provisions hereof where such
express mention is not made.



ARTICLE 5

Successor Corporation




     Section 5.01. When Company May Merge, Etc. The Company shall not consolidate with,
merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (in one transaction or a series of related transactions) to, any
Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other
than the Company) formed by such consolidation or into which the Company is merged or to which
properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a
corporation organized and validly existing under the laws of the United States of America or any
jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, all of the obligations of the Company on all of the Securities and under
this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the
Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance,
transfer or lease and such supplemental indenture (if any) complies with this provision and that
all conditions precedent provided for herein relating to such transaction have been complied with
and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation
of the Company and such successor enforceable against such entity in accordance with its terms,
subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately
after giving effect to such transaction, no Default shall have occurred and be continuing.



     Section 5.02. Successor Substituted. Upon any consolidation or merger, or any sale,
conveyance, transfer, lease or other disposition of all or substantially
all of the property and assets of the Company in accordance with Section 5.01 of this
Indenture, the successor Person formed by such consolidation or into which the Company is merged or
to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein and
thereafter



29









 







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



ARTICLE 6

Default and Remedies




     Section 6.01. Events of Default. An “Event of Default” shall occur with respect to
the Securities of any series if:



     (a) the Company defaults in the payment of the Principal of any Security of such
series when the same becomes due and payable at maturity, upon acceleration, redemption or
mandatory repurchase, including as a sinking fund installment, or otherwise;



     (b) the Company defaults in the payment of interest on any Security of such series
when the same becomes due and payable, and such default continues for a period of 30 days;



     (c) the Company defaults in the performance of or breaches any other covenant or
agreement of the Company in this Indenture with respect to any Security of such series and such
default or breach continues for a period of 30 consecutive days after written notice to the Company
by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate
Principal amount of the Securities of all series affected thereby specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;



     (d) a court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company 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 Company or 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;



     (e) the Company (i) commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the entry of an order
for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or for
all or substantially all of the property and assets of the Company or (iii) effects any
general assignment for the benefit of creditors; or




30












 





     (f) any other Event of Default established pursuant to Section 2.03 with respect
to the Securities of such series occurs.



     Section 6.02. Acceleration. (a) If an Event of Default other than as described in
clauses (d) or (e) of Section 6.01 with respect to the Securities of any series then outstanding
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 any such series
then outstanding hereunder (each such series treated as a separate class) by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the entire Principal (or,
if the Securities of any such series are Original Issue Discount Securities, such portion of the
Principal amount as may be specified in the terms of such series established pursuant to Section
2.03) 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.



     (b) If an Event of Default described in clause (d) or (e) of Section 6.01 occurs and
is continuing, then the Principal amount (or, if any Securities are Original Issue Discount
Securities, such portion of the Principal as may be specified in the terms thereof established
pursuant to Section 2.03) of all the Securities then outstanding and interest accrued thereon, if
any, shall be and become immediately due and payable, without any notice or other action by any
Holder or the Trustee, to the full extent permitted by applicable law.



     The foregoing provisions, however, 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 established pursuant to Section 2.03) of the
Securities of any series (or of all the Securities, as the case may be) shall have been so declared
or become 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, the Company shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of interest upon all the
Securities of each such series (or of all the Securities, as the case may be) and the Principal of
any and all Securities of each such series (or of all the Securities, as the case may be) which
shall have become due otherwise than by acceleration (with 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 each such series to the date of such
payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee
under Section 7.07, and if any and 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



31









 




herein, then and in every such case the Holders of a majority in aggregate Principal amount of all the then outstanding Securities of all
such series that have been accelerated (voting as a single class), by written notice to the Company and to the
Trustee, may waive all defaults with respect to all 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 or become due and payable pursuant to
the provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the Principal amount of such Original Issue Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of the Principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the Principal thereof as
shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.



     Section 6.03. Other Remedies. If a payment default or an Event of Default with
respect to the Securities of any series occurs and is continuing, the Trustee may pursue, in its
own name or as trustee of an express trust, any available remedy by proceeding at law or in equity
to collect the payment of Principal of and interest on the Securities of such series or to enforce
the performance of any provision of the Securities of such series or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding.



     Section 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the
Holders of at least a majority in Principal amount (or, if the Securities are Original Issue
Discount Securities, such portion of the Principal as is then accelerable under Section 6.02) of
the outstanding Securities of all series affected (voting as a single class), by notice to the
Trustee, may waive an existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or interest on any
Security as specified in clauses (a) or (b) of Section 6.01 or in respect of a covenant or
provision of this Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist,
and any Event of Default with respect to the Securities of such series 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 Event of Default or impair any right consequent thereto.



32









 





     Section 6.05. Control by Majority. Subject to Sections 7.01 and 7.02(e), the Holders
of at least a majority in aggregate Principal amount (or, if any Securities are Original Issue
Discount Securities, such portion of the Principal as is then accelerable under Section 6.02) of the outstanding Securities of all series affected
(voting as a single class) may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series by this Indenture; provided, that the Trustee may refuse
to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in
personal liability or that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders not joining in the giving of such direction; and provided further, that the
Trustee may take any other action it deems proper that is not inconsistent with any directions
received from Holders of Securities pursuant to this Section 6.05.



     Section 6.06. Limitation on Suits. No Holder of any Security of any series may
institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities
of such series, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:




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




     (b) the Holders of at least 25% in aggregate Principal amount of outstanding
Securities of all such series affected shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee
hereunder;




     (c) such Holder or Holders have offered to the Trustee indemnity satisfactory
to the Trustee against any costs, liabilities or expenses to be incurred in compliance
with such request;




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




     (e) during such 60-day period, the Holders of a majority in aggregate
Principal amount of the outstanding Securities of all such affected series have not given
the Trustee a direction that is inconsistent with such written request.



     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over such other Holder.



33









 





     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder of a Security to receive payment of Principal
of or interest, if any, on such Holder’s Security on or after the respective due dates expressed on
such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.



     Section 6.08. Collection Suit by Trustee. If an Event of Default with respect to the
Securities of any series in payment of Principal or interest specified in clause (a) or (b) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount (or such portion thereof as
specified in the terms established pursuant to Section 2.03 of Original Issue Discount Securities)
of Principal of, and accrued interest remaining unpaid on, together with interest on overdue
Principal of, and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest on, the Securities of such series, in each case at the rate or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such Securities, and such
further amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07.



     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for amounts due the Trustee under Section 7.07) and the Holders
allowed in any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered to collect and
receive any moneys, securities or other property payable or deliverable upon conversion or exchange
of the Securities or upon any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it under Section 7.07. Nothing herein contained shall be deemed
to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.



     Section 6.10. Application of Proceeds. Any moneys collected by the Trustee pursuant
to this Article in respect of the Securities 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
account of Principal or interest, upon presentation of the several Securities in respect of which
moneys have been collected and noting thereon the payment, or issuing Securities of such series and



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tenor in reduced Principal amounts in exchange for the presented Securities of such series and
tenor if only partially paid, or upon surrender thereof if fully paid:





     FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable
to the Securities of such series in respect of which moneys have been collected;




     SECOND: 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 of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of interest at
the 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;




     THIRD: In case any 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) upon 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
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




     FOURTH: To the payment of the remainder, if any, to the Company or any other Person
lawfully entitled thereto.



     Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then, and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored to their former positions



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hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders shall continue as though
no such proceeding had been instituted.




     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, in either case in respect to the Securities of any series, a court may require any
party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the
suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant (other than the Trustee) in the suit having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section 6.12 does not
apply to a suit by a Holder pursuant to Section 6.07, a suit instituted by the Trustee or a suit by
Holders of more than 10% in Principal amount of the outstanding Securities of such series.



     Section 6.13. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities
in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



     Section 6.14. Delay or Omission not Waiver. No delay or omission of the Trustee or
of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.



ARTICLE 7

Trustee




     Section 7.01. General. The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act and as set forth herein. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss,
liability or expense. Whether or not therein expressly so provided, every



36









 




provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Article 7.




     Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections
315(a) through (d):




     (a) the Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, Officers’ Certificate, Opinion of
Counsel, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper person or persons. The
Trustee need not investigate any fact or matter stated in the document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit;




     (b) before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate and/or an Opinion of Counsel, which shall conform to Section 10.04
and shall cover such other matters as the Trustee may reasonably request. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion. Subject to Sections 7.01 and 7.02, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate delivered to
the Trustee, and such certificate, in the absence of 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;




     (c) the Trustee may act through its attorneys and agents not regularly in its
employ and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care;




     (d) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Board Resolution may be
evidenced to the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Company;



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     (e) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any of the
Holders, unless such Holders shall have offered to the Trustee security or indemnity
against the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction;




     (f) the Trustee shall not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within its rights or powers or for any
action it takes or omits to take in accordance with the direction of the Holders in
accordance with Section 6.05 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;




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




     (h) 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
investigation into the facts or matters stated in any resolution, certificate, Officers’
Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon,
security, or other paper or document unless requested in writing so to do by the Holders
of not less than a majority in aggregate Principal amount of the Securities of all series
affected then outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity satisfactory to it against such expenses or liabilities as a
condition to proceeding.



     (i) Except as otherwise provided by the Trust Indenture Act, the duties and obligations of the
Trustee with respect to the Securities shall be determined solely by the express provisions of this
Indenture and the Securities, 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 the Securities, and
no implied covenants or obligations shall be read into this Indenture or the Securities against it.



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     (j) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be
liable for any failure or delay in the performance of its obligations under this Indenture because
of circumstances beyond its control, including, but not limited to, acts of God, flood, war
(whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason,
embargo, government action, including any laws, ordinances, regulations or the like which restrict
or prohibit the providing of the services contemplated by this Indenture, inability to obtain
material, equipment, or communications or computer facilities, or the failure of equipment or
interruption of communications or computer facilities, and other causes beyond its control whether
or not of the same class or kind as specifically named above.



     (k) The Trustee may at any time request that the Company deliver an Officers’ Certificate
setting forth the specimen signatures and the names of individuals and/or titles of Officers
authorized at such time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so
authorized in any such certificate previously delivered and not superseded.



     (l) In no event shall the Trustee be responsible or liable for special, indirect,
consequential or punitive loss or damage of any kind whatsoever (including, but not limited to,
loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.



     (m) Every provision of this Indenture relating to the conduct or affecting the liability or
offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same
force and effect to the Trustee in its capacities as Registrar, Paying Agent, Authenticating Agent
and transfer agent and to each other Agent appointed hereunder.



     Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections
310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms
shall mean:



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



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



     Section 7.04. Trustee’s Disclaimer. The recitals contained herein and in the
Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the
Company and not of the Trustee and the Trustee assumes no responsibility for the correctness of the
same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or
adequacy of this Indenture, the Securities or any offering materials and (b) shall be accountable
for the Company’s use or application of the proceeds from the Securities.



     Section 7.05. Notice of Default. If any Default with respect to the Securities of
any series occurs and is continuing and if such Default is known to the actual knowledge of a
Responsible Officer with the Corporate Trust Office of the Trustee, the Trustee shall give to each
Holder of Securities of such series notice of such Default within 90 days after it occurs 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 such Default shall have been cured or waived before the mailing of
such notice; provided, however, that, except in the case of a Default in the payment of the
Principal of or interest on any Security, the Trustee shall be protected in withholding such notice
if the Trustee in good faith determines that the withholding of such notice is in the interests of
the Holders.



     The Trustee shall not be charged with knowledge of any Default or Event of Default with
respect to the Securities, unless either (i) a Responsible Officer shall have actual knowledge of
such Default or Event of Default or (ii) written notice of such Default or Event of Default shall
have been given to the Trustee by the Company or by any Holder.



     Section 7.06. Reports by Trustee to Holders. 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 60 days after each
May 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such
May 15, which complies with the provisions of such Section 313(a).



40









 





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



     Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee such
compensation as shall be agreed upon in writing from time to time for its services. The
compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an
express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee or such predecessor Trustee. Such expenses shall include, without limitation, the
reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, legal
counsel and other persons not regularly in their employ.



     The Company shall indemnify each of the Trustee and any predecessor Trustee for, and hold it
harmless against, any loss, liability, damage, claim or expense (including, without limitation, the
fees and expenses of its counsel) incurred by it without negligence or bad faith on its part
arising out of or in connection with the acceptance or administration of this Indenture and the Securities or the
issuance of the Securities or any series or tranches thereof or the trusts hereunder and the
performance of duties or the exercise of its rights under this Indenture and the Securities,
including the costs and expenses of defending itself against or investigating any claim or
liability and of complying with any process served upon it or any of its officers in connection
with the exercise or performance of any of its rights, powers or duties under this Indenture and
the Securities.



     To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the Trustee, in its
capacity as Trustee, except money or property held in trust to pay Principal of, and interest on
particular Securities.



     The obligations of the Company under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture or the rejection or termination of this
Indenture under bankruptcy law and/or the resignation or removal of the Trustee and/or the payment
of Securities. 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, and the Securities are hereby subordinated to such
senior



41









 




claim. Without prejudice to any other rights available to the Trustee under applicable law,
if the Trustee renders services and incurs expenses following an Event of Default under Section
6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by their acceptance of the
Securities hereby agree that such expenses are intended to constitute expenses of administration
under any bankruptcy law.




     Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee as
Trustee with respect to the Securities of any series and appointment of a successor Trustee as
Trustee with respect to the Securities of any series shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08.



     The Trustee may resign as Trustee with respect to the Securities of any series at any time by
so notifying the Company in writing. The Holders of a majority in Principal amount of the
outstanding Securities of any series may remove the Trustee as Trustee with respect to the
Securities of such series by so notifying the Trustee in writing and may appoint a successor
Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee
as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible
under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a
receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee
becomes incapable of acting.



     If the Trustee resigns or is removed as Trustee with respect to the Securities of any series,
or if a vacancy exists in the office of Trustee with respect to the Securities of any series for
any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within
one year after the successor Trustee takes office, the Holders of a majority in Principal amount of
the outstanding Securities of such series may appoint a successor Trustee in respect of such
Securities to replace the successor Trustee appointed by the Company. If the successor Trustee
with respect to the Securities of any series does not deliver its written acceptance required by
Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of a majority in Principal amount of the outstanding Securities of such
series may petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect thereto.



     The Company shall give notice of any resignation and any removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee in respect of the
Securities of such series to all Holders of Securities of such series. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.



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     Notwithstanding replacement of the Trustee with respect to the Securities of any series
pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall
survive and continue for the benefit of the retiring Trustee.



     Section 7.09. Acceptance of Appointment by Successor. In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges and subject to the lien provided for in Section 7.07, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly



43









 




assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.




     Upon request of any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the case may be.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be eligible under this Article and qualified under Section 310(b) of the
Trust Indenture Act.



     Section 7.10. Successor Trustee By Merger, Etc. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate trust business
(including this transaction) to, another corporation or national banking association, the
resulting, surviving or transferee corporation or national banking association without any further
act shall be the successor Trustee with the same effect as if the successor Trustee had been named
as the Trustee herein.



     Section 7.11. Eligibility. This Indenture shall always have a Trustee who satisfies
the requirements of Trust Indenture Act Section 310(a). The Trustee shall have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published annual report of
condition.



     Section 7.12. Money Held in Trust. The Trustee shall not be liable for the
investment of or the payment of any interest on any money received by it except as the Trustee may
agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and
except for money held in trust under Article 8 of this Indenture.



ARTICLE 8

Satisfaction and Discharge of Indenture; Unclaimed Moneys




     Section 8.01. Satisfaction and Discharge of Indenture. If at any time (a) the
Company shall have paid or caused to be paid the Principal of and interest on all the Securities of
any series outstanding hereunder (other than Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the
same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.08) or (c) (i) all



44









 




the Securities of such series 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 (ii) the
Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than moneys repaid by the Trustee or any Paying Agent to the
Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to Principal
and interest in such amounts and at such times as will insure (without consideration of the
reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to
pay at maturity or upon redemption all Securities of such series (other than any Securities of such
series which shall have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including
Principal and interest due or to become due on or prior to such date of maturity or redemption as
the case may be, and if, in any such case, the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company with respect to Securities of such series, then this
Indenture shall cease to be of further effect with respect to Securities of such series (except as
to (i) rights of registration of transfer and exchange of securities of such series, and the
Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Securities, (iii) rights of Holders 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) the
rights, obligations, protections, indemnities and immunities of the Trustee and each Agent
hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of them), and the
Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of
Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging
this Indenture with respect to such series; provided, that the rights of Holders of the Securities
to receive amounts in respect of Principal of and interest on the Securities 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 Company 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.




     Section 8.02. Application by Trustee of Funds Deposited for Payment of Securities.
Subject to Section 8.04, all moneys (including U.S. Government Obligations and the proceeds
thereof) deposited with the Trustee pursuant to



45









 




Section 8.01, Section 8.05 or Section 8.06 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent to the
Holders of the particular Securities of such series 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 8.03. 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 written demand of the Company, be repaid to it or paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with respect to such
moneys.



     Section 8.04. 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 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 Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company
by the Trustee for such series or such Paying Agent, and the Holder of the Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Company 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.



     Section 8.05. Defeasance and Discharge of Indenture. The Company shall be deemed to
have paid and shall be discharged from any and all obligations in respect of the Securities of any
series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the
provisions of this Indenture shall no longer be in effect with respect to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right
of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or
stolen Securities, (c) rights of Holders to receive payments of Principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights,
obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of
such series as beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them; provided that the following conditions shall have been satisfied:



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     (i) with reference to this provision the Company has deposited or caused to
be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the
requirements of Section 7.11) 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,
(A) money in an amount, or (B) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will provide not
later than one day before the due date of any payment referred to in subclause (x) or (y)
of this clause (i) money in an amount, or (C) 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 and discharge without
consideration of the reinvestment of such interest and after payment of all federal, state
and local taxes or other charges and assessments in respect thereof payable by the Trustee
(x) the Principal of, premium, if any, and each installment of interest on the outstanding
Securities of such series on the due dates thereof and (y) any mandatory sinking fund
payments or analogous payments applicable to the Securities of such series on the day on
which such payments are due and payable in accordance with the terms of Securities of such
series and the Indenture with respect to the Securities of such series;




     (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of
Counsel to the effect that Holders of Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of the Company’s exercise of its
option under this Section 8.05 and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based
upon a ruling of the Internal Revenue Service to the same effect or a change in applicable
federal income tax law or related treasury regulations after the date of this Indenture or
(y) a ruling directed to the Trustee received from the Internal Revenue Service to the
same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the
effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days
following the deposit, the trust fund will not be subject to the effect of Section 547 of
the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;




     (iii) immediately after giving effect to such deposit on a pro forma basis,
no Event of Default, or event that after the giving of notice or lapse of time or both
would become an Event of Default, shall have occurred and be continuing on the date of
such deposit or during the period ending on the 123rd day after the date of such deposit,
and such



47









 







deposit shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company is a party or by which the
Company is bound;




     (iv) if at such time the Securities of such series are listed on a national
securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Securities of such series will not be delisted as a result of such
deposit, defeasance and discharge;




     (v) the Company shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge under this Section have been complied with; and




     (vi) if the Securities of such series are to be redeemed prior to the final
maturity thereof (other than from mandatory sinking fund payments or analogous payments),
notice of such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made.



     Section 8.06. Defeasance of Certain Obligations. The Company may omit to comply with
any term, provision or condition set forth in, and this Indenture will no longer be in effect with
respect to, any covenant established pursuant to Section 2.03(r) and clause (c) (with respect to
any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be
deemed not to be an Event of Default, if



     (a) with reference to this Section 8.06, the Company has deposited or caused to be
irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements
of Section 7.11) 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 the Indenture with
respect to the Securities of such series, (i) money in an amount or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due dates thereof or earlier
redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may
be, of any payment referred to in subclause (x) or (y) of this clause (a) money in an amount, 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 and discharge without consideration of the
reinvestment of such interest and after payment of all federal, state and local taxes or other
charges and assessments in respect thereof payable by the Trustee (x) the Principal of, premium, if
any, and each installment of interest on the outstanding Securities on the due date thereof or
earlier redemption (irrevocably provided for under arrangements satisfactory to



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the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to
the Securities of such series and the Indenture with respect to the Securities of such series on
the day on which such payments are due and payable in accordance with the terms of the Indenture
and of Securities of such series and the Indenture with respect to the Securities of such series;




     (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect
that Holders of Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of the Company’s exercise of its option under this Section 8.06 and
will be subject to federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not occurred and (ii) an
Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the
Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust
fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of
the New York Debtor and Creditor Law;



     (c) immediately after giving effect to such deposit on a pro forma basis, no Event of
Default, or event that after the giving of notice or lapse of time or both would become an Event of
Default, shall have occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or instrument to which
the Company is a party or by which the Company is bound;



     (d) if at such time the Securities of such series are listed on a national securities
exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the
Securities of such series will not be delisted as a result of such deposit, defeasance and
discharge; and



     (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance under this
Section have been complied with.



     Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any
monies or U.S. Government Obligations in accordance with Article 8 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to this Article until such time
as the Trustee or Paying Agent is permitted to apply all such monies or U.S. Government Obligations
in accordance with Article 8; provided, however, that if the Company has made any payment of
Principal of or interest on any Securities because of the reinstatement of its



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obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment
from the monies or U.S. Government Obligations held by the Trustee or Paying Agent.




     Section 8.08. Indemnity. The Company shall pay and indemnify the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.08 and Section 8.02, the “Trustee”)
against any tax, fee or other charge, imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or interest received
in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of the Securities.



     Section 8.09. Excess Funds. Anything in this Article 8 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon written
request of the Company, any money or U.S. Government Obligations (or other property and any
proceeds therefrom) held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion of a
nationally recognized firm of Independent Public Accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect a discharge or defeasance, as applicable, in accordance with this Article
8.



     Section 8.10. Qualifying Trustee. Any trustee appointed pursuant to Section 8.05 or
8.06 (other than the Trustee) for the purpose of holding money or U.S. Government Obligations
deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein to the related
defeasance have been complied with. In no event shall the Trustee be liable for any acts or
omissions of said trustee



ARTICLE 9

Amendments, Supplements and Waivers




     Section 9.01. Without Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Securities of any series without notice to or the consent of any
Holder:




     (a) to cure any ambiguity, defect or inconsistency in this Indenture;
provided that such amendments or supplements shall not materially adversely affect the
interests of the Holders;




     (b) to comply with Article 5;



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     (c) to comply with any requirements of the Commission in connection with the
qualification of this Indenture under the Trust Indenture Act;




     (d) to evidence and provide for the acceptance of appointment hereunder with
respect to the Securities of any or all series by a successor Trustee 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 7.09;




     (e) to establish the form or forms or terms of Securities of any series as
permitted by Section 2.03; and




     (f) to make any change that does not materially adversely affect the rights
of any Holder.



     Section 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07, without
prior notice to any Holders, the Company and the Trustee may amend this Indenture and the
Securities of any series with the written consent of the Holders of a majority in Principal amount
of the outstanding Securities of all series affected by such amendment (all such series voting as a
separate class), and the Holders of a majority in principal amount of the outstanding Securities of
all series affected thereby (all such series voting as a separate class) by written notice to the
Trustee may waive future compliance by the Company with any provision of this Indenture or the
Securities of such series.



     Notwithstanding the provisions of this Section 9.02, without the consent of each Holder
affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:



     (a) change the stated maturity of the Principal of, or any sinking fund obligation or
any installment of interest on, such Holder’s Security,



     (b) reduce the Principal amount thereof or the rate of interest thereon (including any
amount in respect of original issue discount);



     (c) reduce the above stated percentage of outstanding Securities the consent of whose
Holders is necessary to modify or amend the Indenture with respect to the Securities of the
relevant series; and



     (d) reduce the percentage in Principal amount of outstanding Securities of the
relevant series the consent of whose Holders is required for any supplemental indenture or for any
waiver of compliance with certain provisions of



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this Indenture or certain Defaults and their consequences provided for in this Indenture.




     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 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.



     It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall give to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any
failure of the Company to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.



     Section 9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes
effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the Security of the
consenting Holder, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security.
Such revocation shall be effective only if the Trustee receives the notice of revocation before the
date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver
shall become effective with respect to any Securities affected thereby on receipt by the Trustee of
written consents from the requisite Holders of outstanding Securities affected thereby.



     The Company may, but shall not be obligated to, fix a record date (which may be not less than
five nor more than 60 days prior to the solicitation of consents) for the purpose of determining
the Holders of the Securities of any series affected entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding
paragraph, those Persons who were such Holders at such record date (or their duly designated
proxies) and only those Persons shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such Persons continue to be such
Holders after such record date. No such consent shall be valid or effective for more than 90 days
after such record date.



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     After an amendment, supplement or waiver becomes effective with respect to the Securities of
any series affected thereby, it shall bind every Holder of such Securities unless it is of the type
described in any of clauses (a) through (d) of Section 9.02. In case of an amendment or waiver of
the type described in clauses (a) through (d) of Section 9.02, the amendment or waiver shall bind
each such Holder who has consented to it and every subsequent Holder of a Security that evidences
the same indebtedness as the Security of the consenting Holder.



     Section 9.04. Notation on or Exchange of Securities. If an amendment, supplement or
waiver changes the terms of any Security, the Trustee may require the Holder thereof to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate notation on any Security
of such series thereafter authenticated. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate
a new Security of the same series and tenor that reflects the changed terms.



     Section 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is
authorized or permitted by this Indenture, stating that all requisite consents have been obtained
or that no consents are required and stating that such supplemental indenture constitutes the
legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.



     Section 9.06. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article 9 shall conform to the requirements of the Trust Indenture Act as
then in effect.



ARTICLE 10

Miscellaneous




     Section 10.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be
governed by the provisions of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act.



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     Section 10.02. Notices. Any notice or communication shall be given in writing and
delivered (a) in person, (b) by first class mail, (c) by facsimile transmission or (d) by overnight
courier, in each case addressed as follows:


if to the Company:



UIL Holdings Corporation

157 Church Street

New Haven, CT 06506

Facsimile: 203-499-3664

Attention: General Counsel



if to the Trustee:



The Bank of New York Mellon

101 Barclay Street, 4 East

New York, New York 10286

Facsimile: (212) 815 — 5802/03

Attention: Corporate Trust Department




     The Company or the Trustee by written notice to the other may designate additional or
different addresses for subsequent notices or communications. Notice and communications to the
Trustee and the Company shall be deemed sufficiently given upon actual receipt thereof; provided
that notices and communications delivered by facsimile transmission shall be deemed sufficiently
given only upon receipt by the delivering party of written confirmation of such actual receipt.



     Any notice or communication shall be sufficiently given to Holders of Securities by mailing to
such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall
be sufficiently given if so mailed within the time prescribed. Copies of any such communication or
notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.



     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. Except as otherwise provided in this Indenture, if a
notice or communication to a Holder is given in the manner provided in this Section 10.02, it is
duly given, whether or not the Holder receives it.



     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



54









 




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 it shall be impracticable to give notice as herein contemplated, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.



     In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or
confirm that the Person sending instructions, directions, reports, notices or other communications
or information by electronic transmission is, in fact, a person authorized to give such
instructions, directions, reports, notices or other communications or information on behalf of the
party purporting to send such e-mail; and the Trustee shall not have any liability for any losses,
liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon
or compliance with such instructions, directions, reports, notices or other communications or
information. Each other party agrees to assume all risks arising out of the use of electronic
methods to submit instructions, directions, reports, notices or other communications or information
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, notices, reports or other communications or information, and the risk of interception
and misuse by third parties.



     Section 10.03. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:




     (a) an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and




     (b) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.



     Section 10.04. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture
(other than the certificate required by Section 4.04) shall include:




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



55









 






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




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




     (d) a statement as to whether or not, in the opinion of each such Person,
such condition or covenant has been complied with; provided, however, that, with respect
to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or
certificates of public officials.



     Section 10.05. Evidence of Ownership. The Company, the Trustee and any agent of the
Company 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 Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.



     Section 10.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make
reasonable rules for its functions.



     Section 10.07. Payment Date Other Than a Business Day. Except as otherwise provided
with respect to a series of Securities, if any date for payment of Principal or interest on any
Security shall not be a Business Day at any place of payment, then payment of Principal of or
interest on such Security, as the case may be, need not be made on such date, but may be made on
the next succeeding Business Day at any place of payment with the same force and effect as if made
on such date and no interest shall accrue in respect of such payment for the period from and after
such date.



     Section 10.08. Governing Law. The laws of the State of New York shall govern this
Indenture and the Securities.



     Section 10.09. No Adverse Interpretation of Other Agreements. This Indenture may not
be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary
of the Company. Any such indenture or agreement may not be used to interpret this Indenture.



56









 





     Section 10.10. Successors. All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.



     Section 10.11. Duplicate Originals. The parties may sign any number of copies of
this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     Section 10.12. Separability. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 10.13. Table of Contents, Headings, Etc. The Table of Contents and headings
of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.



     Section 10.14. Incorporators, Stockholders, Officers and Directors of Company Exempt
from Individual Liability. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or any indenture supplemental hereto, 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, director or employee, as such, of the Company or of
any successor, either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.



     Section 10.15. Judgment Currency. The Company agrees, to the fullest extent that it
may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the Principal of or interest on the
Securities of any series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final unappealable judgment is
entered, unless such day is not a Business 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 Business 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



57









 




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.




     Section 10.16. Submission to Jurisdiction; Waiver of Jury Trial. Any suit, action or
proceeding against the Company or its properties, assets or revenues with respect to this Indenture
or the Securities (a “Related Proceeding”) may be brought in the Supreme Court of the State of New
York, County of New York, or in the United States District Court for the Southern District of New
York, as the Person bringing such Related Proceeding may elect in its sole discretion. The Company
hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any Related
Proceeding and has irrevocably waived any objection to the laying of venue of any Related
Proceeding brought in any such court and to the fullest extent it may effectively do so and the
defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit,
action or proceeding in any such court. The Company has agreed that service of all writs, claims,
process and summonses in any Related Proceeding brought against it in the State of New York may be
made upon Wiggin and Dana LLP, 450 Lexington Avenue, Suite 3800, New York, NY 10017-3913 (the
“Process Agent”), and the Company irrevocably appointed the Process Agent as its agent and true and
lawful attorney in fact in its name, place and stead to accept such service of any and all such
writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give
any notice to it of any such service of process shall not impair or affect the validity of such
service or of any judgment based thereon. The Company has agreed to maintain at all times an agent
with offices in New York City to act as its Process Agent. Nothing in this Indenture shall in any
way be deemed to limit the ability to serve any such writs, process or summonses in any other
manner permitted by applicable law.



58









 





SIGNATURES




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



	 	 	 	 	 
	 	UIL HOLDINGS CORPORATION,

as the Company

 	 
	 	By:  	/s/ Richard J. Nicholas
 	 
	 	 	Name:  	Richard J. Nicholas 	 
	 	 	Title:  	Executive Vice President and 

Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as the Trustee

 	 
	 	By:  	/s/ Lici Zhu
 	 
	 	 	Name:  	Lici Zhu 	 
	 	 	Title:  	Senior Associate 	 
	 




59