exv4w6






Exhibit 4.6




 





CENTERPOINT ENERGY, INC.




To




THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,




Trustee




 






JUNIOR SUBORDINATED INDENTURE




Dated as of [                    ], 2008




 






 





 









 








CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318,

INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:




	 	 	 	 	 
	TRUST INDENTURE	 	 
	     ACT SECTION	INDENTURE SECTION(S)
	Section
	 	310(a)(1)	 	609
	 
	 	(a)(2)	 	609
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(b)	 	608, 610
	Section
	 	311(a)	 	613
	 
	 	(b)	 	613
	Section
	 	312(a)	 	701, 702
	 
	 	(b)	 	702
	 
	 	(c)	 	702
	Section
	 	313(a)	 	703
	 
	 	(b)	 	703
	 
	 	(c)	 	703
	 
	 	(d)	 	703
	Section
	 	314(a)	 	704
	 
	 	(a)(4)	 	101, 1004
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	102
	 
	 	(c)(2)	 	102
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	Section
	 	315(a)	 	601
	 
	 	(b)	 	602
	 
	 	(c)	 	601
	 
	 	(d)	 	601
	 
	 	(e)	 	514
	Section
	 	316(a)	 	101
	 
	 	(a)(1)(A)	 	502, 512
	 
	 	(a)(1)(B)	 	513
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	508
	 
	 	(c)	 	104
	Section
	 	317(a)(1)	 	503
	 
	 	(a)(2)	 	504
	 
	 	(b)	 	1003
	Section
	 	318(a)	 	107








 




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





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	SECTION 101. Definitions
	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	8	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	9	 
	SECTION 104. Acts of Holders; Record Dates
	 	 	9	 
	SECTION 105. Notices, Etc., to Trustee and Company
	 	 	11	 
	SECTION 106. Notice to Holders; Waiver
	 	 	12	 
	SECTION 107. Conflict with Trust Indenture Act
	 	 	12	 
	SECTION 108. Effect of Headings and Table of Contents
	 	 	12	 
	SECTION 109. Successors and Assigns
	 	 	12	 
	SECTION 110. Separability Clause
	 	 	12	 
	SECTION 111. Benefits of Indenture
	 	 	13	 
	SECTION 112. Governing Law
	 	 	13	 
	SECTION 113. Legal Holidays
	 	 	13	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	13	 
	SECTION 201. Forms Generally
	 	 	13	 
	SECTION 202. Form of Face of Security
	 	 	14	 
	SECTION 203. Form of Reverse of Security
	 	 	16	 
	SECTION 204. Form of Legend for Global Securities
	 	 	22	 
	SECTION 205. Form of Trustee’s Certificate of Authentication
	 	 	22	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	22	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	22	 
	SECTION 302. Denominations
	 	 	26	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	26	 
	SECTION 304. Temporary Securities
	 	 	27	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	28	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	30	 
	SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset
	 	 	30	 
	SECTION 308. Optional Extension of Maturity
	 	 	33	 
	SECTION 309. Persons Deemed Owners
	 	 	34	 
	SECTION 310. Cancellation
	 	 	34	 
	SECTION 311. Computation of Interest; Usury Not Intended
	 	 	34	 
	SECTION 312. CUSIP Numbers
	 	 	35	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	35	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	35	 
	SECTION 402.  Application of Trust Money
	 	 	36	 
















 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE FIVE REMEDIES
	 	 	37	 
	SECTION 501.  Events of Default
	 	 	37	 
	SECTION 502.  Acceleration of Maturity; Rescission and Annulment
	 	 	38	 
	SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	40	 
	SECTION 504.  Trustee May File Proofs of Claim
	 	 	40	 
	SECTION 505.  Trustee May Enforce Claims Without Possession of Securities
	 	 	41	 
	SECTION 506.  Application of Money Collected
	 	 	41	 
	SECTION 507.  Limitation on Suits
	 	 	41	 
	SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	42	 
	SECTION 509.  Restoration of Rights and Remedies
	 	 	42	 
	SECTION 510.  Rights and Remedies Cumulative
	 	 	42	 
	SECTION 511.  Delay or Omission Not Waiver
	 	 	42	 
	SECTION 512.  Control by Holders
	 	 	43	 
	SECTION 513.  Waiver of Past Defaults
	 	 	43	 
	SECTION 514.  Undertaking for Costs
	 	 	43	 
	SECTION 515.  Waiver of Usury, Stay or Extension Laws
	 	 	44	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	44	 
	SECTION 601.  Certain Duties and Responsibilities
	 	 	44	 
	SECTION 602.  Notice of Defaults
	 	 	44	 
	SECTION 603.  Certain Rights of Trustee
	 	 	44	 
	SECTION 604.  Not Responsible for Recitals or Issuance of Securities
	 	 	46	 
	SECTION 605.  May Hold Securities
	 	 	46	 
	SECTION 606. Money Held in Trust
	 	 	46	 
	SECTION 607. Compensation and Reimbursement
	 	 	46	 
	SECTION 608. Conflicting Interests
	 	 	47	 
	SECTION 609. Corporate Trustee Required; Eligibility
	 	 	47	 
	SECTION 610. Resignation and Removal; Appointment of Successor
	 	 	47	 
	SECTION 611. Acceptance of Appointment by Successor
	 	 	49	 
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	50	 
	SECTION 613. Preferential Collection of Claims Against Company
	 	 	50	 
	SECTION 614. Appointment of Authenticating Agent
	 	 	51	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	52	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	52	 
	SECTION 702. Preservation of Information; Communications to Holders
	 	 	52	 
	SECTION 703. Reports by Trustee
	 	 	53	 
	SECTION 704. Reports by Company
	 	 	53	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	53	 
	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	53	 
	SECTION 802. Successor Substituted
	 	 	54	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	55	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	55	 
	SECTION 902. Supplemental Indentures With Consent of Holders
	 	 	56	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	58	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	58	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	58	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	58	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	58	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	59	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	59	 
	SECTION 1004. Statement by Officers as to Default
	 	 	60	 
	SECTION 1005. Existence
	 	 	60	 
	SECTION 1006. Waiver of Certain Covenants
	 	 	61	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	61	 
	SECTION 1101. Applicability of Article
	 	 	61	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	61	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	61	 
	SECTION 1104. Notice of Redemption
	 	 	62	 
	SECTION 1105. Deposit of Redemption Price
	 	 	63	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	63	 
	SECTION 1107. Securities Redeemed in Part
	 	 	63	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	64	 
	SECTION 1201. Applicability of Article
	 	 	64	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	64	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	64	 
	 
	 	 	 	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF THE HOLDERS
	 	 	65	 
	SECTION 1301. Applicability of Article
	 	 	65	 
	SECTION 1302. Repayment of Securities
	 	 	65	 
	SECTION 1303. Exercise of Option
	 	 	65	 
	SECTION 1304. When Securities Presented for Repayment Become Due and Payable
	 	 	66	 
	SECTION 1305. Securities Repaid in Part
	 	 	66	 
	 
	 	 	 	 
	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
	 	 	66	 
	SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	66	 
	SECTION 1402. Defeasance and Discharge
	 	 	67	 
	SECTION 1403. Covenant Defeasance
	 	 	67	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	67	 
	SECTION 1405. Acknowledgment of Discharge By Trustee
	 	 	69	 
	SECTION 1406. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 	 	70	 
	SECTION 1407. Reinstatement
	 	 	70	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE FIFTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES
	 	 	71	 
	SECTION 1501. Exemption from Individual Liability
	 	 	71	 
	 
	 	 	 	 
	ARTICLE SIXTEEN SUBORDINATION
	 	 	71	 
	SECTION 1601. Securities Subordinate to Senior Debt
	 	 	71	 
	SECTION 1602. Payment over of Proceeds Upon Dissolution, Etc
	 	 	71	 
	SECTION 1603. No Payment When Senior Debt in Default
	 	 	72	 
	SECTION 1604. Prior Payment to Senior Debt Upon Acceleration of Securities
	 	 	73	 
	SECTION 1605. Payment Permitted in Certain Situations
	 	 	73	 
	SECTION 1606. Subrogation to Rights of Holders of Senior Debt
	 	 	73	 
	SECTION 1607. Provisions Solely to Define Relative Rights
	 	 	74	 
	SECTION 1608. Trustee to Effectuate Subordination
	 	 	74	 
	SECTION 1609. No Waiver of Subordination Provisions
	 	 	74	 
	SECTION 1610. Notice to Trustee
	 	 	75	 
	SECTION 1611. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	76	 
	SECTION 1612. Trustee Not Fiduciary for Holders of Senior Debt
	 	 	76	 
	SECTION 1613. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights
	 	 	76	 
	SECTION 1614. Article Applicable to Paying Agents
	 	 	76	 
	SECTION 1615. Certain Conversions or Exchanges Deemed Payment
	 	 	77	 
	SECTION 1616. Defeasance of This Article Sixteen
	 	 	77	 







iv











 





     JUNIOR SUBORDINATED INDENTURE (herein called this “Indenture”), dated as of [___], 2008,
between CenterPoint Energy, Inc., a corporation duly organized and existing under the laws of the
State of Texas (herein called the “Company”), having its principal office at 1111 Louisiana,
Houston, Texas 77002, and The Bank of New York Mellon Trust Company, National Association, a New
York state banking corporation having an office in Houston, Texas, as Trustee (herein called the
“Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its junior subordinated debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




SECTION 101. Definitions.



     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




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




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




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States of
America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States of America at
the date of such computation, provided that when two or more principles are so generally
accepted, it shall mean that set of principles consistent with those in use by the Company;



1









 






     (4) unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;




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




     (6) words importing any gender include the other genders;




     (7) references to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to;




     (8) references to “writing” include printing, typing, lithography and other means of
reproducing words in a tangible, visible form;




     (9) the words “including,” “includes” and “include” shall be deemed to be followed by
the words “without limitation”; and




     (10) unless otherwise provided, references to agreements and other instruments shall be
deemed to include all amendments and other modifications to such agreements and instruments,
but only to the extent such amendments and other modifications are not prohibited by the
terms of this Indenture.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 104.



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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.



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



     “Board Resolution” means a copy of a resolution certified by the Corporate Secretary or an
Assistant Corporate Secretary of the Company to have been duly adopted by the Board of Directors,
or such committee of the Board of Directors or officers of the Company to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full force and effect on the
date of such certification, and delivered to the Trustee.



     “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



2









 





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



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



     “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which, in the case of The Bank of New York
Mellon Trust Company, National Association, shall be as follows: (a) for payment, registration,
transfer and exchange of the Securities: 2001 Bryan Street, 9th Floor, Dallas, Texas 75201,
Attention: Bondholder Communications; telephone: (214) 672-5125 or (800) 275-2048; telecopy:
(214) 672-5873; and (b) for all other communications relating to the Securities: 600 Travis Street,
18th Floor, Houston, Texas 77002, Attention: Global Corporate Trust; telephone: (713) 483-6817;
telecopy: (713) 483-7038.



     “corporation” means a corporation, association, company, limited liability company,
joint-stock company or business trust.



     “Covenant Defeasance” has the meaning specified in Section 1403.



     “Defaulted Interest” has the meaning specified in Section 307(a).



     “Defeasance” has the meaning specified in Section 1402.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 301.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.



     “Exchange Rate” has the meaning specified in Section 501.



     “Expiration Date” has the meaning specified in Section 104.



     “Extension Notice” has the meaning specified in Section 308.



3









 





     “Extension Period” has the meaning specified in Section 308.



     “Final Maturity” has the meaning specified in Section 308.



     “Global Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated
by Section 301 for such Securities).



     “Holder” means a Person in whose name a Security is registered in the Security Register.



     “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.



     “interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.



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



     “Investment Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.



     “Junior Securities” has the meaning specified in Section 1615.



     “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal or premium, if any, becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.



     “Maximum Interest Rate” has the meaning specified in Section 311.



     “Notice of Default” means a written notice of the kind specified in Section 501(4).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, a Vice Chairman of the Board, the Chief Financial Officer, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Corporate Secretary or an
Assistant Corporate Secretary of the Company and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company
(and who may be an employee of the Company), and who shall be acceptable to the Trustee.



     “Optional Reset Date” has the meaning specified in Section 307(b).



4









 





     “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.



     “Original Stated Maturity” has the meaning specified in Section 308.



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




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




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




     (3) Securities as to which Defeasance has been effected pursuant to Section 1402; and




     (4) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security
which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as contemplated by
Section 301, of the principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so


5









 






owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company. The Company initially authorizes
and appoints the Trustee as the Paying Agent for the Securities.



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



     “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 301.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



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



     “Redemption Price”, when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 301.



     “Repayment Date” means, when used with respect to any Security to be repaid at the option of
the Holder, the date fixed for such repayment by or pursuant to this Indenture.



     “Reset Notice” has the meaning specified in Section 307(b).



     “Responsible Officer,” when used with respect to The Bank of New York Mellon Trust Company,
National Association, as Trustee, means an officer in the Institutional Trust Services department
of the Trustee having direct responsibility for administration of this Indenture and, when used
with respect to any successor Trustee, means the chairman or any vice chairman of the board of
directors, the chairman or any vice chairman of the executive committee of the board of directors,
the chairman of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier,
any trust officer or assistant trust officer, the controller or any assistant controller or any
other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust



6









 







matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.



     “Security Register” and “Security Registrar” have the respective meanings specified in
Section 305.



     “Senior Debt” shall mean, with respect to the Company, the principal, premium, if any, and
interest on



     (i) all indebtedness and obligations of, or guaranteed or assumed by, the Company for borrowed
money or evidenced by bonds, debentures, notes or other similar instruments, whether outstanding on
the date hereof or hereafter created, incurred or assumed,



     (ii) all amendments, renewals, extensions, modifications and refundings of any indebtedness or
obligations of that kind,


unless in any instrument or instruments evidencing or securing such indebtedness, guarantee or
other obligation, or pursuant to which the same is outstanding, or in any such amendment, renewal,
extension or refunding, it is expressly provided that such indebtedness is not superior in right of
payment to the Securities of any series; provided that Senior Debt shall not include (A)
indebtedness of the Company to any Subsidiary and (B) trade accounts payable and accrued
liabilities arising in the ordinary course of business. The Senior Debt shall continue to be
Senior Debt and entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of the Senior Debt or extension or renewal of the
Senior Debt (except to the extent otherwise expressly provided in such amendment, modification,
waiver, extension or renewal).Without limiting the generality of the foregoing, “Senior Debt” of
the Company shall include, but not be limited to, any debt of the Company issued at the date hereof
pursuant to the Senior Subordinated Indenture.




     “Senior Indenture” means that certain Indenture, dated as of May 19, 2003, between the Company
and JPMorgan Chase Bank, as trustee, as the same may be amended from time to time.



     “Senior Subordinated Indenture” means that certain Indenture, dated as of September 1, 1999,
between Reliant Energy, Incorporated and Chase Bank of Texas, National Association, as trustee, as
the same may be amended from time to time.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307(a).



     “Stated Maturity”, when used with respect to any Security or any installment of principal
thereof or premium, if any, or interest thereon, means the date specified in such Security as the



7









 







fixed date on which the principal of or premium, if any, on such Security or such installment
of principal or interest is due and payable.



     “Subsequent Interest Period” has the meaning specified in Section 307(b).



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.



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



     “U.S. Government Obligation” has the meaning specified in Section 1404.



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



     “Yield to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.



SECTION 102. Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



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



8









 






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




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




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




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



SECTION 103. Form of Documents Delivered to Trustee.




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



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



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



SECTION 104. Acts of Holders; Record Dates.




     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein



9









 







sometimes referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section 104.



     The fact and date of the execution by any Person of any such instrument or writing may be
proved in any reasonable manner which the Trustee deems sufficient. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.



     The ownership of Securities shall be proved by the Security Register.



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



     The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 106.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any record date is set
pursuant to this



10









 







paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing
in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be canceled and of
no effect), and nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 106.



     With respect to any record date set pursuant to this Section 104, the party hereto which sets
such record dates may designate any day as the “Expiration Date” and from time to time may change
the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party hereto in writing,
and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on
or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to
any record date set pursuant to this Section 104, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



     Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents, each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.



SECTION 105. Notices, Etc., to Trustee and Company.




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




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Institutional Trust Services, or




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



11









 







paragraph of this instrument or at any other address previously furnished in writing to
the Trustee by the Company.



SECTION 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.



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



SECTION 107. Conflict with Trust Indenture Act.




     If any provision of this Indenture limits, qualifies or conflicts with a provision of the
Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the
latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.



SECTION 108. Effect of Headings and Table of Contents.




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



SECTION 109. Successors and Assigns.




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



SECTION 110. Separability Clause.




     In case any provision in this Indenture or in the Securities 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.



12









 





SECTION 111. Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the holders of Senior Debt (to the
extent contemplated herein) and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.



SECTION 112. Governing Law.




     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



SECTION 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section 113)) payment of
interest or principal (and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
and no additional interest shall accrue as the result of such delayed payment.



ARTICLE TWO




SECURITY FORMS




SECTION 201. Forms Generally.




     The Securities of each series and the Trustee’s certificate of authentication shall be in
substantially the form set forth in this Article Two, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or automated quotation system on which the Securities
of such series may be listed or traded or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an
Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.



     The definitive Securities of each series shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, if required by any securities exchange or
automated quotation system on which the Securities of such series may be listed or



13









 







traded, on steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange or automated quotation system on which the Securities of such
series may be listed or traded, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.



SECTION 202. Form of Face of Security.




[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE

AND THE REGULATIONS THEREUNDER.]




CENTERPOINT ENERGY, INC.



(Title of Security)




			
	 	 	 
	No.                     
	 	$                     
	 
	 	CUSIP No.                     






     CenterPoint Energy, Inc., a corporation duly organized and existing under the laws of the
State of Texas (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                                         ,
or registered assigns, the principal sum of                                          Dollars on                                 
        
[if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon
from                                          or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on                      and                      in each year, commencing
                    , at the rate of                     % per annum, until the principal hereof is paid or made available
for payment [if applicable, insert — , provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of                     % per annum (to
the extent permitted by applicable law), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. [If applicable, insert
— The amount of interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period shall be computed
on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month.
In the event that any date on which interest is payable on this Security is not a Business Day,
then a payment of the interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any such delay) with the
same force and effect as if made on the date the payment was originally payable. A “Business Day”
shall mean, when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.] The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the                      or                      (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a



14









 







Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange or automated quotation system on which the
Securities of this series may be listed or traded, and upon such notice as may be required by such
exchange or automated quotation system, all as more fully provided in said Indenture.



     [If the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of                     % per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand.]



     Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Paying Agent maintained for
that purpose in                     , in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts [if applicable, insert — ;
provided, however, that at the option of the Company payment of interest may be made (i) by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer in immediately available funds at such place and to such account
as may be designated in writing by the Person entitled thereto as specified in the Security
Register].



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



15









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	CENTERPOINT ENERGY, INC.	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





SECTION 203. Form of Reverse of Security.




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Junior Subordinated
Indenture, dated as of [                    ], 2008 (herein called the “Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon
Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, the holders of the Senior Debt (to
the extent contemplated in the Indenture) and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof [if applicable, insert —, limited in aggregate principal
amount to $                                        ; provided, however, that the authorized aggregate principal amount of the
Securities may be increased above such amount by a Board Resolution to such effect].



     [If applicable, insert— The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on this Security may be reset by the Company on
                                         (each an “Optional Reset Date”). The Company may exercise such option with respect to
this Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior
to an Optional Reset Date for this Security. Not later than 40 days prior to each Optional Reset
Date, the Trustee shall transmit, in the manner provided for in Section 106 of the Indenture, to
the Holder of this Security a notice (the “Reset Notice”) indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from
such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity of this Security (each such period a “Subsequent Interest Period”),
including the date or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.



     Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest rate, if
applicable)



16









 







that is higher than the interest rate (or the spread or spread multiplier, if applicable)
provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106 of the Indenture, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of this
Security. Such notice shall be irrevocable. All Securities of this series with respect to which
the interest rate (or the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or have validly revoked any such
tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).



     The Holder of this Security will have the option to elect repayment by the Company of the
principal of this Security on each Optional Reset Date at a price equal to the principal amount
hereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen of the
Indenture for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered this Security for repayment pursuant to the
Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.]



     [If applicable, insert —  The Stated Maturity of this Security may be extended at the option
of the Company for                                          (each an “Extension Period”) up to but not beyond                             
            
(the “Final Maturity”). The Company may exercise such option with respect to this Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Stated
Maturity of this Security in effect prior to the exercise of such option (the “Original Stated
Maturity”). If the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106 of the Indenture, to the Holder of this Security not later than 40 days
prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election
of the Company to extend the Maturity, (ii) the new Stated Maturity, (iii) the interest rate
applicable to the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of
this Security shall be extended automatically and, except as modified by the Extension Notice and
as described in the next paragraph, this Security will have the same terms as prior to the
transmittal of such Extension Notice.



     Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
this Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106 of the Indenture, notice of such
higher interest rate to the Holder of this Security. Such notice shall be irrevocable. All
Securities of this series with respect to which the Stated Maturity is extended will bear such
higher interest rate.



     If the Company extends the Maturity of this Security, the Holder will have the option to elect
repayment of this Security by the Company on the Original Stated Maturity at a price equal to the
principal amount hereof, plus interest accrued to such date. In order to obtain repayment



17









 







on the Original Stated Maturity once the Company has extended the Maturity hereof, the Holder
hereof must follow the procedures set forth in Article Thirteen of the Indenture for repayment at
the option of Holders, except that the period for delivery or notification to the Trustee shall be
at least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.]



     [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, [if applicable, insert — (1) on                                          in any year
commencing with the year                      and ending with the year                      through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time
[if applicable, insert — on or after                                         , 20___], as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [if applicable, insert — on or before                                         ,                     %, and if redeemed] during the
12-month period beginning                                          of the years indicated,



	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	Redemption
	Year	 	Price	 	Year	 	Price
	 

	 	 
	 	 
	 	 




and thereafter at a Redemption Price equal to                     % of the principal amount, together in the case
of any such redemption [if applicable, insert — (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]




     [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on                      in any year commencing with the year                      and
ending with the year                      through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or
after                     ], as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below: If redeemed during the 12-month period
beginning                      of the years indicated,



	 	 	 	 	 
	 	 	Redemption Price For	 	Redemption Price For
	 	 	Redemption Through	 	Redemption Otherwise
	 	 	Operation of the	 	Than Through Operation
	Year	 	Sinking Fund	 	of the Sinking Fund
	 
	 	 
	 	 





18









 





and thereafter at a Redemption Price equal to                     % of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]




     [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities of this series as contemplated by [if applicable, insert —
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than                     %
per annum.]



     [If applicable, insert — The sinking fund for this series provides for the redemption on
                     in each year beginning with the year                      and ending with the year                      of [if
applicable, insert — not less than $                     (“mandatory sinking fund”) and not more than]
$                     aggregate principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable, insert —  mandatory]
sinking fund payments may be credited against subsequent [if applicable, insert — mandatory]
sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order
in which they become due].]



     [If the Security is subject to redemption of any kind, insert — In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



     [If applicable, insert — The Securities of this series are not subject to redemption by the
Company prior to their Stated Maturity and will not be entitled to the benefit of any sinking
fund.]



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and
this Security is issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may
be necessary or appropriate to acknowledge or effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder
hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior Debt,
whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said
provisions.



19









 





     [If applicable, insert—The Securities shall [not be superior in right of payment to, and
shall] rank pari passu with[,]—insert description of existing debt of the Company that is intended
to rank on a parity with the Securities.]



     The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Security upon compliance by the Company with certain conditions set forth in the Indenture.



     [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default
with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.]



     [If the Security is not an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s obligations in respect
of the payment of the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, (ii) the Holders of not less than 25% in principal amount



20









 







of the Securities of this series at the time Outstanding shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, (iii) the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and (iv) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after the respective due
dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $                     and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



21









 





SECTION 204. Form of Legend for Global Securities.




     Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the following form:



     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.



SECTION 205. Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificates of authentication shall be in substantially the following form:



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




	 	 	 	 	 	 	 	 	 
	Date of authentication:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	As Trustee
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory






ARTICLE THREE




THE SECURITIES




SECTION 301. 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 a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate or in a Company Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:




     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from Securities of any other series);



22









 






     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder); provided, however, that the authorized aggregate principal amount of
such series may be increased above such amount by a Board Resolution to such effect;




     (3) the date or dates on which the principal of any Securities of the series is
payable, or the method by which such date or dates shall be determined or extended;




     (4) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates from
which such interest shall accrue, or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on any Interest Payment Date, or the
method by which such date or dates shall be determined, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day months, the right,
if any, to extend or defer interest payments and the duration of such extension or deferral;




     (5) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable, the place or places where the Securities of such
series may be presented for registration of transfer or exchange, and the place or places
where notices and demands to or upon the Company in respect of the Securities of such series
may be made;




     (6) the period or periods within or the date or dates on which, the price or prices at
which and the term and conditions upon which any Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board Resolution,
the manner in which any election by the Company to redeem the Securities shall be evidenced;




     (7) the obligation or the right, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund, amortization or analogous provisions
or at the option of the Holder thereof and the period or periods within which, the price or
prices at which, the currency or currencies (including currency unit or units) in which and
the other terms and conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;




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




     (9) if the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined;



23









 






     (10) if other than the currency of the United States of America, the currency,
currencies or currency units, including composite currencies, in which the principal of or
any premium or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of “Outstanding” in Section 101;




     (11) if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal of or any
premium or interest on such Securities as to which such election is made shall be payable,
the period or periods within or the date or dates on which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in which such
amount shall be determined);




     (12) the percentage of the principal amount at which such Securities will be issued
and, if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such portion shall be
determined;




     (13) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated Maturity or which
shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
such case, the manner in which such amount deemed to be the principal amount shall be
determined);




     (14) if applicable, that the Securities of the series, in whole or any specified part,
shall not be defeasible or shall be defeasible in a manner varying from Section 1402 and
Section 1403 and, if other than by a Board Resolution, the manner in which any election by
the Company to defease such Securities shall be evidenced;




     (15) whether the Securities of the series, or any portion thereof, shall initially be
issuable in the form of a temporary Global Security representing all or such portion of the
Securities of such series and provisions for the exchange of such temporary Global Security
for definitive Securities of such series;




     (16) if applicable, that any Securities of the series, or any portion thereof, shall be
issuable in whole or in part in the form of one or more Global Securities and, in such case,
the respective Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set forth
in Section 204 and any circumstances in addition to or in lieu of those set forth in
Clause (2) of the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global



24









 







Security in whole or in part may be registered, in the name or names of Persons other
than the Depositary for such Global Security or a nominee thereof;




     (17) if applicable, that the Securities of the series, in whole or any specified part,
shall be subject to the optional interest reset provisions of Section 307(b);




     (18) if applicable, that the Securities of the series, in whole or any specified part,
shall be subject to the optional extension of maturity provisions of Section 308;




     (19) any addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 502;




     (20) any addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series;




     (21) the additions or changes, if any, to this Indenture with respect to the Securities
of such series as shall be necessary to permit or facilitate the issuance of the Securities
of such series in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;




     (22) the appointment of any Paying Agent or Agents for the Securities of such series,
if other than the Company;




     (23) if the Securities are subordinate other than in accordance with Article Sixteen,
such other subordination provisions;




     (24) the terms of any right to convert or exchange Securities of such series into any
other securities or property of the Company or of any other corporation or Person, and the
additions or changes, if any, to this Indenture with respect to the Securities of such
series to permit or facilitate such conversion or exchange;




     (25) the terms and conditions, if any, pursuant to which the Securities of the series
are secured;




     (26) any restriction or condition on the transferability of the Securities of such
series; and




     (27) any other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided herein or in or pursuant to the Board Resolution referred
to above and (subject to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto.



25









 





     If any of the terms of the Securities of any series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate or Company Order setting forth the terms
of the series.



     All Securities shall be subordinated in right of payment to Senior Debt as provided in Article
Sixteen and/or as specified as contemplated by this Section.



SECTION 302. Denominations.




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



SECTION 303. Execution, Authentication, Delivery and Dating.




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



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,




     (1) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;




     (2) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and



26









 






     (3) that such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.


If such form or terms have been so established, 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.




     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate or Company Order otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph 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.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 310, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.



SECTION 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities of such series in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series



27









 







at the office or agency of the Company in a Place of Payment for that series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.



SECTION 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition
to the Security Registrar) initially designated by the Company with respect to any series of
Securities, the Company may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts, provided that the
Company maintains a transfer agent in each Place of Payment for such series. The Company may at any
time designate additional transfer agents with respect to any series of Securities.



     Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency. 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.



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



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other



28









 







governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities.



     If the Securities of any series are to be redeemed in part, neither the Trustee nor the
Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register
the transfer of or exchange any Securities of any series (or of any series and specified tenor, as
the case may be) during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of any such Securities selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption, in whole or in part, except, in the case of
any Security to be redeemed in part, any portion not to be redeemed.



     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:




     (1) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.




     (2) Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such
Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has
ceased to be a clearing agency registered under the Exchange Act at a time when the
Depositary is required to be so registered to act as depositary, in each case, unless the
Company has approved a successor Depositary within 90 days, (B) the Company in its sole
discretion determines that such Global Security will be so exchangeable or transferable or
(C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing
as have been specified for this purpose as contemplated by Section 301.




     (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.




     (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section 305, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a
nominee thereof.



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SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding and shall cancel and destroy such mutilated Security.



     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 either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
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. If, after the delivery of
such new Security, a bona fide purchaser of the original Security in lieu of which such new
Security was issued presents for payment or registration such original Security, the Trustee shall
be entitled to recover such new Security from the party to whom it was delivered or any party
taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Company and the Trustee in connection therewith and shall cancel and destroy such new Security.



     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.



     Upon the issuance of any new Security under this Section 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of counsel to the Company
and the fees and expenses of the Trustee, its agents and counsel) connected therewith.



     Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.



     The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.




          (a) Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose




30









 







name that Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest in respect of Securities of such series,
except that, unless otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is
paid. The initial payment of interest on any Security of any series which is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as provided in such
Security or in the Board Resolution pursuant to Section 301 with respect to the related series of
Securities. Except in the case of a Global Security, at the option of the Company, interest on any
series of Securities may be paid (i) by check mailed to the address of the Person entitled thereto
as it shall appear on the Security Register of such series or (ii) by wire transfer in immediately
available funds at such place and to such account as designated in writing by the Person entitled
thereto as specified in the Security Register of such series.




     Any Paying Agents will be identified in a supplemental indenture hereto. The Company may at
any time designate additional Paying Agents or rescind the designation of any Paying Agent;
however, the Company at all times will be required to maintain a Paying Agent in each Place of
Payment for each series of Securities.



     Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any interest on any Security of any series which is payable, but is not timely paid or
duly provided for, on any Interest Payment Date for Securities of such series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in Clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series in respect of which interest is in default (or
their respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as provided in this Clause (1).
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be given to each Holder of Securities of such series in the manner set forth in Section 106,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are



31









 







registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).




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



Subject to the foregoing provisions of this Section 307, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



          (b) The provisions of this Section 307(b) may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an “Optional Reset
Date”). The Company may exercise such option with respect to such Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for
such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice
(the “Reset Notice”) indicating whether the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable), and if so
(i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a “Subsequent Interest Period”), including the date or dates on which or
the period or periods during which and the price or prices at which such redemption may occur
during the Subsequent Interest Period.




     Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate
(or such higher spread or spread multiplier, if applicable) to the Holder of such Security. Such
notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread
or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional
Reset Date, and with respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding
paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if
applicable).



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     The Holder of any such Security will have the option to elect repayment by the Company of the
principal of such Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except
that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.



     Subject to the foregoing provisions of this Section 307 and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.



SECTION 308. Optional Extension of Maturity.




     The provisions of this Section 308 may be made applicable to any series of Securities pursuant
to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to
such Section 301). The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of such
Security. The Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such
Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the
Company exercises such option, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the
Maturity, (ii) the new Stated Maturity, (iii) the interest rate applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described in the next
paragraph, such Security will have the same terms as prior to the transmittal of such Extension
Notice.



     Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate
to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to
which the Stated Maturity is extended will bear such higher interest rate.



     If the Company extends the Maturity of any Security, the Holder will have the option to elect
repayment of such Security by the Company on the Original Stated Maturity at a price equal to the
principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Maturity thereof, the Holder must follow
the procedures set forth in Article Thirteen for repayment at the option of



33









 







Holders, except that the period for delivery or notification to the Trustee shall be at least
25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder
has tendered any Security for repayment pursuant to an Extension Notice, the Holder may, by written
notice to the Trustee, revoke such tender for repayment until the close of business on the tenth
day before the Original Stated Maturity.



SECTION 309. Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered on the applicable record date as the owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 307) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.



SECTION 310. Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 310, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be treated in
accordance with its document retention policies.



SECTION 311. Computation of Interest; Usury Not Intended.




     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months and interest on the Securities of each series for any partial period shall be
computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in
any partial month.



     The amount of interest (or amounts deemed to be interest under applicable law) payable or paid
on any Security shall be limited to an amount which shall not exceed the lesser of (i) the maximum
nonusurious rate of interest allowed by the applicable laws of the State of Texas or (ii) the
maximum nonusurious rate of interest allowed by the applicable laws of the State of New York, or
any applicable law of the United States permitting a higher maximum nonusurious rate that preempts
such applicable Texas and New York laws, which could lawfully be contracted for, taken, reserved,
charged or received (the “Maximum Interest Rate”). If, as a result of any circumstances
whatsoever, the Company or any other Person is deemed to have paid interest (or amounts deemed to
be interest under applicable law) or any Holder of a Security is deemed to



34









 







have contracted for, taken, reserved, charged or received interest (or amounts deemed to be
interest under applicable law), in excess of the Maximum Interest Rate, then, ipso facto, the
obligation to be fulfilled shall be reduced to the limit of validity, and if from any such
circumstance, the Trustee, acting on behalf of the Holders, or any Holder shall ever receive
interest or anything that might be deemed interest under applicable law that would exceed the
Maximum Interest Rate, such amount that would be excessive interest shall be applied to the
reduction of the principal amount owing on the applicable Security or Securities and not to the
payment of interest, or if such excessive interest exceeds the unpaid principal balance of any such
Security or Securities, such excess shall be refunded to the Company. In addition, for purposes of
determining whether payments in respect of any Security are usurious, all sums paid or agreed to be
paid with respect to such Security for the use, forbearance or detention of money shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such Security.



SECTION 312. CUSIP Numbers.




     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee in writing of any change in “CUSIP” numbers.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for and as otherwise provided in this Section 401), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture, when



          (1) either





     (A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or



35









 






     (B) all such Securities not theretofore delivered to the Trustee for
cancellation




     (i) have become due and payable, or




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




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




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




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




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



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section 401, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.



SECTION 402.  Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal and any premium and interest for whose payment
such money has been deposited with the Trustee.




36











 





ARTICLE FIVE




REMEDIES




SECTION 501. Events of Default.




     “Event of Default”, wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article Sixteen or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




     (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of or any premium on any Security of that
series at its Maturity; or




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




     (4) default in the performance, or breach, in any material respect, of any covenant or
warranty of the Company in this Indenture with respect to a Security of that series (other
than a covenant or warranty a default in the performance of which or the breach of which is
elsewhere in this Section 501 specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 90 days after there has been
given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” under this Indenture; or




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




     (6) the commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent,



37









 







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




     (7) any other Event of Default provided with respect to Securities of that series;


provided, however, that no event described in Clause (4) above shall constitute an Event of Default
hereunder until a Responsible Officer assigned to and working in the Trustee’s corporate trust
department has actual knowledge thereof or has received written notice thereof as contemplated in
Section 602.




     Notwithstanding the foregoing provisions of this Section 501, if the principal or any premium
or interest on any Security is payable in a currency other than the currency of the United States
of America and such currency is not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company, the
Company will be entitled to satisfy its obligations to Holders of the Securities by making such
payment in the currency of the United States of America in an amount equal to the currency of the
United States of America equivalent of the amount payable in such other currency, as determined by
the Trustee by reference to the noon buying rate in The City of New York for cable transfers for
such currency (“Exchange Rate”), as such Exchange Rate is reported or otherwise made available by
the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then
available, on the basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 501, any payment made under such circumstances in the currency
of the United States of America where the required payment is in a currency other than the currency
of the United States of America will not constitute an Event of Default under this Indenture.



SECTION 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default (other than (a) an Event of Default specified in Section 501(7) which
is common to all Outstanding series of Securities or (b) an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal amount of
all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to



38









 







the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of Default under
Section 501(7) which is common to all Outstanding series of Securities occurs and is continuing,
then in such case, the Trustee or the Holders of not less than 25% in aggregate principal amount of
all the Securities then Outstanding hereunder (treated as one class), by a notice in writing to the
Company (and to the Trustee if given by Holders) may declare the principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the principal amount as may be
specified by the terms thereof) of all the Securities then Outstanding to be due and payable
immediately, and upon any such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(5) or 501(6) with
respect to the Securities of any series at the time Outstanding occurs, then in such case the
principal amount of all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such Securities as may
be specified by the terms thereof) shall automatically, and without any declaration or other action
on the part of the Trustee or any Holder, become immediately due and payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article Five, the Event of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and
annulled, if:




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




     (A) all overdue installments of interest on all Securities of that series,




     (B) the principal of (and premium, if any, on) any Securities of that series
which have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such Securities,




     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such Securities, and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel;



     and




     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in Section 513.


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




39









 








SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:




     (1) default is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,




the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal and premium and on any
overdue interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, all amounts owing the Trustee, its agents and counsel under Section 607.



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



SECTION 504. Trustee May File Proofs of Claim.




     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, 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 it and any predecessor Trustee under Section 607.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.



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SECTION 505. Trustee May Enforce Claims Without Possession of Securities.




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



SECTION 506. Application of Money Collected.




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




     FIRST: To the payment of all amounts due the Trustee under Section 607;




     SECOND: Subject to Article Sixteen, to the payment of the amounts then due and unpaid
for principal of and any premium and interest on such series of Securities in respect of
which or for the benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such series of
Securities for principal and any premium and interest, respectively; and




     THIRD: To the payment of the remainder, if any, to the Company.



SECTION 507. Limitation on Suits.




     No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver,
assignee, trustee, liquidator or sequestrator (or other similar official), or for any other remedy
hereunder, unless




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




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




     (3) such Holder or Holders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities to be incurred in compliance with such request;




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



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


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




SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.




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



SECTION 509. Restoration of Rights and Remedies.




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



SECTION 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



SECTION 511. Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article Five 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.



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SECTION 512. Control by Holders.




     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that



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



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



     (3) subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow such direction if a Responsible Officer or Officers of the Trustee shall,
in good faith, determine that the proceeding so directed would involve the Trustee in
personal liability or would otherwise be contrary to applicable law.



SECTION 513. Waiver of Past Defaults.




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




     (1) in the payment of the principal of or any premium or interest on any Security of
such series or




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



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.



SECTION 514. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and such court may in its discretion assess reasonable
costs including reasonable attorneys’ fees and expenses, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; provided that the provisions of this Section 514 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or interest on any Security, on or



43









 







after the respective due dates expressed in such Security. Neither this Section 514 nor the
Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or such
an assessment in any proceeding instituted by the Company.



SECTION 515. Waiver of Usury, Stay or Extension Laws.




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



ARTICLE SIX




THE TRUSTEE




SECTION 601. Certain Duties and Responsibilities.




     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act.



SECTION 602. Notice of Defaults.




     If a default occurs hereunder with respect to Securities of any series, the Trustee shall give
the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section 602, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



     The Trustee is not required to take notice or deemed to have notice of any Event of Default
with respect to the Securities, except an Event of Default under Section 501(1), Section 501(2) or
Section 501(3) hereof, unless a Responsible Officer shall have received written notice of such
Event of Default from the Company, any Subsidiary or the Holder of any Security.



SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:




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



44









 






     (2) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;




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




     (4) 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;




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




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




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




     (8) the Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture;




     (9) in the event the Trustee receives inconsistent or conflicting requests and
indemnity from two or more groups of Holders of Securities, each representing less than a
majority in aggregate principal amount of the Securities Outstanding, the Trustee, in its
sole discretion, may determine what action, if any, shall be taken;




     (10) the Trustee’s immunities and protections from liability and its right to
indemnification in connection with the performance of its duties under this Indenture shall
extend to the Trustee’s officers, directors, agents and employees. Such immunities and
protections and right to indemnification, together with the Trustee’s right to compensation,
shall survive the Trustee’s resignation or removal and final payment of the Securities; and



45









 






     (11) except for information provided by the Trustee concerning the Trustee, the Trustee
shall have no responsibility for any information in any offering memorandum or other
disclosure material distributed with respect to the Securities, and the Trustee shall have
no responsibility for compliance with any state or federal securities laws in connection
with the Securities.



SECTION 604. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.



SECTION 605. May Hold Securities.




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



SECTION 606. Money Held in Trust.




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



SECTION 607. Compensation and Reimbursement.




     The Company agrees:




     (1) to pay to the Trustee from time to time such compensation for all services rendered
by it hereunder in such amounts as the Company and the Trustee shall agree in writing from
time to time (which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence, willful
misconduct or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on its part, arising
out of or in connection with the acceptance or administration of the trust or



46









 







trusts hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder, except those attributable to its negligence, willful misconduct or bad
faith.



     The Trustee shall notify the Company promptly of any claim for which it may seek indemnity
under this Section 607. The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and, in the event the subject matter of the claim
involves a conflict of interest between the Company and the Trustee, the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement made
without its consent.



     In the event the Trustee incurs expenses or renders services in any proceedings which result
from an Event of Default under Section 501(5) or (6), or from any default which, with the passage
of time, would become such Event of Default, the expenses so incurred and compensation for services
so rendered are intended to constitute expenses of administration under the United States
Bankruptcy Code or equivalent law.



SECTION 608. Conflicting Interests.




     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one
series or a trustee under the Senior Indenture with respect to one or more series of Senior Debt.



SECTION 609. Corporate Trustee Required; Eligibility.




     There shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one or more other
series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 609 and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section 609, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Six.



SECTION 610. Resignation and Removal; Appointment of Successor.




     No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article Six shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 611.



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     The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



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



     If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request therefor
by the Company or by any Holder who has been a bona fide Holder of a Security for at least
six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




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


then, in any such case, (A) the Company, acting pursuant to the authority of a Board Resolution,
may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.




     If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 611, any Holder who has



48









 







been a bona fide Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



     The Company shall give notice of each resignation and each removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee with respect to the
Securities of any series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



SECTION 611. 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, 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 Trustee’s
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring



49









 







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 qualified and eligible under this Article Six.



SECTION 612. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article Six, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated, and in case any Securities
shall not have been authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it is provided anywhere in
the Securities or in this Indenture that the certificate of the Trustee shall have.



SECTION 613. Preferential Collection of Claims Against Company.




     If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor). For purposes
of Section 311(b)(4) and (6) of the Trust Indenture Act:




     (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 and payable upon demand; and




     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company (or any such obligor)
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 (or any such obligor) arising from
the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.



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SECTION 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section 614, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 614.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section 614, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee
may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give notice of such appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section 614.



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     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 614, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607.



     If an appointment with respect to one or more series is made pursuant to this Section 614, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



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



	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	,	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	,	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	as Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Officer	 	 






ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.




     The Company will furnish or cause to be furnished to the Trustee




     (1) semi-annually, not later than January 15 and July 15 in each year, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of
Securities of each series as of the preceding January 1 or July 1 as the case may be, and




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


provided, however, that if and so long as the Trustee shall be Security Registrar for Securities of
a series, no such list need be furnished with respect to such series of Securities.




SECTION 702. Preservation of Information; Communications to Holders.




     The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in its capacity as



52









 







Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided in the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



SECTION 703. Reports by Trustee.




     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.



     Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than January 31 in each calendar year, commencing with the first January 31
after the first issuance of Securities under this Indenture.



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



SECTION 704. Reports by Company.




     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act;
provided that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, unless:




     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or



53









 







the Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be a corporation, partnership,
trust or other entity, shall be organized and validly existing under the laws of the United
States of America, any state thereof or the District of Columbia and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of and any
premium and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel stating that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article Eight and that all conditions precedent herein provided
for relating to such transaction have been complied with; provided, however, that the
delivery of an Officers’ Certificate or an Opinion of Counsel is not required with respect
to any consolidation, merger, conveyance, transfer or lease involving the Company and any
wholly owned subsidiary of the Company.



SECTION 802. Successor Substituted.




     Upon any consolidation of the Company with, or merger of the Company into, any other Person or
any conveyance, transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as the Company herein;
and in the event of any such conveyance or transfer (but not in the case of a lease) the Company
shall be discharged from all obligations and covenants under the Indenture and the Securities and
may be dissolved and liquidated.



     Such successor Person may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such successor Person
thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had been issued at the
date of the execution hereof.



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     In case of any such consolidation, merger, sale, conveyance or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




SECTION 901. Supplemental Indentures Without Consent of Holders.




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




     (1) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants, agreements
and obligations of the Company pursuant to Article Eight; or




     (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred upon the
Company; or




     (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit
of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series), provided, however, that in
respect of any such additional Events of Default such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or those series
of Securities to which such additional Events of Default apply to waive such default; or




     (4) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; or




     (5) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, including any of the provisions of Article Sixteen;
provided, however, that if such addition, change or elimination shall adversely affect the
interests of Holders of Securities of any series, such addition, change or elimination shall
become effective with respect to such series only when no such Security of such series
remains Outstanding; or



55









 






     (6) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee
or to surrender any right or power herein conferred upon the Company; or




     (7) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or




     (8) to provide for uncertificated securities in addition to certificated securities; or




     (9) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611; or




     (10) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this Clause (10) shall not adversely affect the interests of the Holders of
Securities of any series; or




     (11) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely
affect the interests of the holders of Securities of such series or any other series of
Securities; or




     (12) to comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed or traded; or




     (13) to add to, change or eliminate any of the provisions of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture Act,
provided that such action does not adversely affect the rights or interests of any Holder of
Securities.



SECTION 902. Supplemental Indentures With Consent of Holders.




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



56









 






     (1) except to the extent permitted by Section 307(b) or Section 308 or otherwise
specified in the form or terms of the Securities of any series as permitted by Sections 201
and 301 with respect to extending the Stated Maturity of any Security of such series, change
the Stated Maturity of the principal of, or any installment of principal of or interest on,
any Security, or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date), or




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




     (3) modify any of the provisions of this Section 902, Section 513 or Section 1006,
except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section 902 and Section 1006, or the deletion of this
proviso, in accordance with the requirements of Sections 611 and 901(9), or




     (4) if the Securities of any series are convertible or exchangeable into any other
securities or property of the Company, make any change that adversely affects the right to
convert or exchange any Security of such series (except as permitted by Section 901) or
decrease the conversion or exchange rate or increase the conversion price of any such
Security of such series,




     (5) modify the provisions of this Indenture with respect to the subordination of any
Security in a manner adverse to the Holder thereof; or




     (6) if the Securities of any series are secured, change the terms and conditions
pursuant to which the Securities of such series are secured in a manner adverse to the
Holders of the secured Securities of such series.



     An amendment under this Section may not make any change that adversely affects the rights
under Article Sixteen of any holder of Senior Debt unless the holders of each issue of Senior Debt
pursuant to its terms consent to the change.



     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



57









 







series of Securities, or which modifies the rights of the Holders of Securities of such series
with respect to such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



SECTION 903. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.



SECTION 904. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



SECTION 905. Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article Nine shall conform to the
requirements of the Trust Indenture Act.



SECTION 906. Reference in Securities to Supplemental Indentures.




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



ARTICLE TEN




COVENANTS




SECTION 1001. Payment of Principal, Premium and Interest.




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     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.



SECTION 1002. Maintenance of Office or Agency.




     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate
Trust Office, as its agent for said purpose. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time
the Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands.



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



SECTION 1003. Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate to the extent required by law and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium
and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of
as herein provided and will promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will provide to a Paying Agent a sum sufficient to pay the principal of or any premium or interest
on any Securities of that series, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during
the continuance of any default by the Company (or any other obligor upon the



59









 







Securities of that series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that series.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable may be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.



SECTION 1004. Statement by Officers as to Default.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, one of the signers of which
shall be the principal executive, principal accounting or principal financial officer of the
Company, stating whether or not to the best knowledge of the signers thereof, the Company is in
default in the performance and observance of any of the terms, provisions, covenants and conditions
of this Indenture (without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.



SECTION 1005. Existence.




     Subject to Article Eight and the Company’s ability to convert into a limited liability
company, limited partnership or limited liability partnership under applicable law, the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence. On and after any conversion of the Company into a limited liability company,
limited partnership or limited liability partnership under applicable law, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its



60









 







limited liability company, limited partnership or limited liability partnership existence, as
applicable.



SECTION 1006. Waiver of Certain Covenants.




     Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to
Section 301(20), 901(2) or 901(7) for the benefit of the Holders of such series or in Section 1005,
if the Holders of at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and effect.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




SECTION 1101. Applicability of Article.




     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for such Securities) in accordance with this Article Eleven.



SECTION 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company of less than all the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, not less than 30 nor more
than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount
of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed. In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of
Counsel evidencing compliance with such restriction.



SECTION 1103. Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate



61









 







and which may provide for the selection for redemption of a portion of the principal amount of
any Security of such series, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of
a specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in case of any Securities selected for partial redemption as
aforesaid, the principal amount thereof to be redeemed.



     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed. If the Company shall so direct, Securities registered in the name of the
Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected
for redemption.



SECTION 1104. Notice of Redemption.




     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     With respect to Securities of each series to be redeemed, each notice of redemption shall
identify the Securities to be redeemed (including CUSIP numbers) and shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




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



62









 






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




     (5) the place or places where each such Security is to be surrendered for payment of
the Redemption Price, and




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



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company and shall be irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder receives such notice. In
any case, a failure to give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.



SECTION 1105. Deposit of Redemption Price.




     On or before the Redemption Date specified in the notice of redemption given as provided in
Section 1104, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on
that date.



SECTION 1106. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301, installments of interest whose
Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 307.



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



SECTION 1107. Securities Redeemed in Part.




     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a



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written instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered.



ARTICLE TWELVE




SINKING FUNDS




SECTION 1201. Applicability of Article.




     The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as contemplated by Section 301
for such Securities.



     The minimum amount of any sinking fund payment provided for by the terms of any Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund
payment in excess of such minimum amount which is permitted to be made by the terms of such
Securities is herein referred to as an “optional sinking fund payment”. If provided for by the
terms of any Securities of any series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of such Securities.



SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.




     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the
Securities to be so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.



SECTION 1203. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less than 45 days prior to



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each such sinking fund payment date, the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.



ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF THE HOLDERS




SECTION 1301. Applicability of Article.




     Repayment of securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in accordance with this
Article Thirteen.



SECTION 1302. Repayment of Securities.




     Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest and/or premium, if any, thereon accrued to
the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants
that on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the principal (or, if so provided by the terms
of the Securities of any series, a percentage of the principal) of, the premium, if any, and
(except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.



SECTION 1303. Exercise of Option.




     Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the “Option to Elect
Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor
later than 30 days prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for Securities of such
series, the premium, if any, to be paid, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of such Security
surrendered that is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in part if, following
such repayment, the unpaid principal amount of such Security would be less



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than the minimum authorized denomination of Securities of the series of which such Security to
be repaid is a part. Except as otherwise may be provided by the terms of any Security providing
for repayment at the option of the Holder thereof and as provided in Sections 307(b) and 308,
exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.



SECTION 1304. When Securities Presented for Repayment Become Due and Payable.




     If Securities of any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article Thirteen and as provided by or pursuant to the
terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid
shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of
such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest. Upon surrender of any such Security for repayment in accordance with such
provisions, the principal amount of such Security so to be repaid shall be paid by the Company,
together with accrued interest and/or premium, if any, to (but excluding) the Repayment Date;
provided, however, that installments of interest, if any, whose Stated Maturity is on or prior to
the Repayment Date shall be payable (but without interest thereon, unless the Company shall default
in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.



     If the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof, such principal amount (together with interest, if any, thereon accrued to such
Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.



SECTION 1305. Securities Repaid in Part.




     Upon surrender of any Security which is to be repaid in part only, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which is not to be
repaid.



ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE




SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance.




     The Company may elect, at its option at any time, to have Section 1402 or Section 1403 applied
to any Securities or any series of Securities, as the case may be, (unless designated pursuant to
Section 301 as not being defeasible pursuant to such Section 1402 or 1403), in accordance with any
applicable requirements provided pursuant to Section 301 and upon



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compliance with the conditions set forth below in this Article Fourteen. Any such election
shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities.



SECTION 1402. Defeasance and Discharge.




     Upon the Company’s exercise of its option (if any) to have this Section 1402 applied to any
Securities or any series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its obligations, and the provisions of Article Sixteen shall cease to be
effective, with respect to such Securities as provided in this Section 1402 on and after the date
the conditions set forth in Section 1404 are satisfied (hereinafter called “Defeasance”). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section 1404, payments in respect of the principal
of and any premium and interest on such Securities when payments are due, (2) the Company’s
obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article
Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option
(if any) to have this Section 1402 applied to any Securities notwithstanding the prior exercise of
its option (if any) to have Section 1403 applied to such Securities.



SECTION 1403. Covenant Defeasance.




     Upon the Company’s exercise of its option (if any) to have this Section 1403 applied to any
Securities or any series of Securities, as the case may be, (1) the Company shall be released from
its obligations under any covenants provided pursuant to Section 301(20), 901(2) or 901(7) for the
benefit of the Holders of such Securities, (2) the occurrence of any event specified in
Sections 501(4) (with respect to any such covenants provided pursuant to Section 301(20), 901(2) or
901(7)) shall be deemed not to be or result in an Event of Default, and (3) the provisions of
Article Sixteen shall cease to be effective in each case with respect to such Securities as
provided in this Section 1403 on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(4)) or Article, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason
of any reference in any such Section or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be unaffected thereby.



SECTION 1404. Conditions to Defeasance or Covenant Defeasance.




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     The following shall be the conditions to the application of Section 1402 or Section 1403 to
any Securities or any series of Securities, as the case may be:




     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article Fourteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such Securities,
(A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized independent registered public accounting firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective Stated
Maturities, in accordance with the terms of this Indenture and such Securities. As used
herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as 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, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.




     (2) In the event of an election to have Section 1402 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.



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     (3) In the event of an election to have Section 1403 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain
or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Securities and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance were not to occur.




     (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same series, if then
listed on any securities exchange, will be delisted as a result of such deposit.




     (5) No event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have occurred and
be continuing at the time of such deposit or, with regard to any such event specified in
Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until after
such 90th day).




     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of such Act).




     (7) Such Defeasance or Covenant Defeasance 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 it is bound.




     (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under the Investment Company Act or exempt from
registration thereunder.




     (9) The Company shall have delivered to the Trustee an agreement whereby the Company
irrevocably agrees to forfeit its right, if any, (A) to reset the interest rate of such
Securities pursuant to Section 307(b) and (B) to extend the Stated Maturity of such
Securities pursuant to Section 308.




     (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.



SECTION 1405. Acknowledgment of Discharge By Trustee.




     Subject to Section 1407 below and after the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in
Section 1404 relating to the defeasance or satisfaction and discharge, as the case may be, of this
Indenture have been complied with, the Trustee upon request of the Company



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shall acknowledge in writing the defeasance or the satisfaction and discharge, as the case may
be, of this Indenture and the discharge of the Company’s obligations under this Indenture.




			
	SECTION 1406. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.





     Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 1406, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1404 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the extent required by
law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 1404 or the
principal and 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 Outstanding Securities.



     Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1404 with respect to any Securities 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 the Defeasance or Covenant Defeasance, as the case may
be, with respect to such Securities.




			
	SECTION 1407. Reinstatement.





     If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article Fourteen with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1402 or 1403 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Fourteen with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1406 with
respect to such Securities in accordance with this Article Fourteen; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such Security following
such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities to receive such payment from the money so held in trust.



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ARTICLE FIFTEEN




IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS, DIRECTORS AND EMPLOYEES




SECTION 1501. Exemption from Individual Liability.




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



ARTICLE SIXTEEN




SUBORDINATION




SECTION 1601. Securities Subordinate to Senior Debt.




     The Company covenants and agrees, and each Holder of Securities of any series by the Holder’s
acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article Sixteen, subject to the provisions of Article Four and except
as may otherwise be specified as contemplated by Section 301 and set forth in the Securities of a
series, the indebtedness represented by the Securities of such series and the payment of the
principal of and any premium and interest on each and all of the Securities of such series are
hereby expressly made subordinate and junior in right of payment to the prior payment in full of
all amounts then due and payable in respect of all Senior Debt of the Company, to the extent and in
the manner herein set forth (unless a different manner is set forth in the Securities of such
series). No provision of this Article shall prevent the occurrence of any default or Event of
Default hereunder.



     Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall
have received cash, securities or other property equal to the amount of such Senior Debt then
outstanding.



SECTION 1602. Payment over of Proceeds Upon Dissolution, Etc.




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     In the event of




	 	(1)	 	any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding in respect of the Company or its
property,
	 
	 	(2)	 	any proceeding for the liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary, or bankruptcy proceedings,
	 
	 	(3)	 	any assignment by the Company for the benefit of its creditors,
	 
	 	(4)	 	any other marshalling of the assets of the Company,




all Senior Debt shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made by the Company on account of the Securities of any
series. Any payment or distribution, whether in cash, securities or other property (other than
securities of the Company or any other corporation provided for by a plan or reorganization or a
readjustment, the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the Securities of any
series, to the payment of all Senior Debt at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which would otherwise (but
for these subordination provisions) be payable or deliverable in respect of the Securities of any
series shall be paid or delivered directly to the holders of Senior Debt in accordance with the
priorities then existing among such holders until all Senior Debt shall have been paid in full. No
present or future holder of any Senior Debt shall be prejudiced in the right to enforce
subordination of the indebtedness constituting the Securities of any series by any act of failure
to act on the part of the Company.




SECTION 1603. No Payment When Senior Debt in Default.




     Except as may otherwise be specified in respect of Securities of a series as contemplated by
Section 301(23) hereof, in the event that




	 	(1)	 	the Company shall default in the payment of any principal of or premium, if
any, or interest on any Senior Debt when the same becomes due and payable, whether at
maturity or at a date fixed for prepayment or declaration or otherwise, or
	 
	 	(2)	 	an event of default occurs with respect to any Senior Debt permitting the
holders thereof to accelerate the maturity thereof and written notice describing such
event of default and requesting commencement of payment blockage on transactions as
thereinafter described is given to the Company by the holders of Senior Debt,




then, unless and until such default in payment and event of default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by
set-off or otherwise) shall be made or agreed to be made on account of the Securities of any series
or any interest thereon in respect of any repayment, redemption, retirement, purchase or other
acquisition of the Securities of any series.




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SECTION 1604. Prior Payment to Senior Debt Upon Acceleration of Securities.




     In the event that any Securities are declared due and payable before their Stated Maturity,
then and in such event the holders of Senior Debt shall be entitled to receive payment in full of
all amounts due or to become due on or in respect of all Senior Debt, or provision shall be made
for such payment in cash or cash equivalents, before the Holders of the Securities are entitled to
receive any payment (including any payment which may be payable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the Securities) by the
Company on account of the principal of or premium, if any, or interest, if any, on the Securities
or on account of the purchase or other acquisition of Securities; provided, however, that nothing
in this Section shall prevent the satisfaction of any sinking fund payment in accordance with
Article Twelve by delivering and crediting pursuant to Section 1202 Outstanding Securities which
have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.



     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and
if such fact shall, at or prior to the time of such payment, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.



SECTION 1605. Payment Permitted in Certain Situations.




     Nothing contained in this Article Sixteen or elsewhere in this Indenture or in any of the
Securities of any series shall prevent




	 	(1)	 	the Company, at any time except during the pendency of any dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or
involuntary or any bankruptcy, insolvency, receivership or other proceedings of the
Company referred to in Section 1602 or under the conditions described in Section 1603
or as may be specified in respect of Securities of a series as contemplated by Section
301(23) hereof, from making payments at any time of principal of or premium, if any, or
interest on the Securities of such series, or
	 
	 	(2)	 	the application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of or premium, if any, or interest on the
Securities of such series or the retention of such payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article Sixteen.





SECTION 1606. Subrogation to Rights of Holders of Senior Debt.




     Upon the payment in full of all Senior Debt, the rights of the holders of Securities of any
series shall be subrogated to all the rights of any holders of Senior Debt to receive any further
payments or distributions applicable to the Senior Debt until the Securities of any series shall
have been paid in full, and such payments or distributions received by the Holders of Securities of
any series by reason of such subrogation, of cash, securities or other property which otherwise
would be paid or distributed to the holders of Senior Debt, shall, as between the Company and its



73









 







creditors other than the holders of Senior Debt, on the one hand, and the Holders of
Securities of any series, on the other, be deemed to be a payment by the Company on account of
Senior Debt, and not on account of the Securities of any series.



SECTION 1607. Provisions Solely to Define Relative Rights.



     The provisions of this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of Securities of any series on the one hand and the holders of
Senior Debt on the other hand. Nothing contained in this Article or elsewhere in the Indenture or
in the Securities of such series is intended to or shall




	 	(1)	 	impair, as among the Company, its creditors other than holders of Senior Debt
and the Holders of Securities of such series, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article Sixteen
of the holders of Senior Debt, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of Securities of such series the
principal of (and premium, if any) and interest on the Securities of such series as and
when the same shall become due and payable in accordance with their terms;
	 
	 	(2)	 	affect the relative rights against the Company of the Holders of Securities of
such series and creditors of the Company, as the case may be, other than the holders of
Senior Debt; or
	 
	 	(3)	 	prevent the Trustee or the Holder of any Securities of such series from
exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of Senior
Debt to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.





SECTION 1608. Trustee to Effectuate Subordination.




     Each Holder of Securities of any series by such Holder’s acceptance thereof authorizes and
directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate
to acknowledge and effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.



SECTION 1609. No Waiver of Subordination Provisions.




     No right of any present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof any such holder may have or be otherwise charged with.



     Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Debt may, at any time and from time to time, without the consent of or notice to the



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Trustee or the Holders of the Securities of any series, without incurring responsibility to
the Holders of the Securities of such series and without impairing or releasing the subordination
provided in this Article Sixteen or the obligations hereunder of the Holders of Securities of such
series to the holders of Senior Debt, do any one or more of the following:




	 	(1)	 	change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior
Debt or any instrument evidencing the same or any agreement under which Senior Debt is
outstanding;
	 
	 	(2)	 	sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Debt;
	 
	 	(3)	 	release any Person liable in any manner for the collection of Senior Debt; and
	 
	 	(4)	 	exercise or refrain from exercising any rights against the Company and any
other Person.





SECTION 1610. Notice to Trustee.




     The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the Securities of
any series pursuant to the provisions of this Article Sixteen. Notwithstanding the provisions of
this Article Sixteen or any other provision of the Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any payment to or by the
Trustee in respect of any Securities of any series pursuant to the provisions of this Article
Sixteen, unless and until the Trustee shall have received written notice thereof from the Company
or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least two Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (or premium, if any) or interest on any
Securities of any series), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply the same to the
purpose for which they were received and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.



     Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or
a trustee therefor). In the event that the Trustee determines in good faith that further evidence
is required with respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article Sixteen, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt
held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article Sixteen,



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and if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.



SECTION 1611. Reliance on Judicial Order or Certificate of Liquidating Agent.




     Upon any payment or distribution of assets of the Company referred to in this Article Sixteen,
the Trustee, subject to the provisions of Section 603, and the Holders of Securities of any series
shall be entitled to conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities of such series, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and other indebtedness
of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen.



SECTION 1612. Trustee Not Fiduciary for Holders of Senior Debt.




     With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in this Article Sixteen,
and no implied covenants or obligations with respect to the holders of such Senior Debt shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Debt with respect to its obligations and duties created hereunder and
shall not be liable to any such holders or creditors if it shall in good faith pay over or
distribute to Holders of Securities of any series or to the Company or to any other Person cash,
property or securities to which any holders of Senior Debt shall be entitled by virtue of this
Article Sixteen or otherwise.



SECTION 1613. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.




     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Debt which may at any time be held by it, to the same extent as
any other holder of Senior Debt, and nothing in the Indenture shall deprive the Trustee of any of
its rights as such holder.



     Nothing in this Article Sixteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.



SECTION 1614. Article Applicable to Paying Agents..




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article Sixteen shall in
such case (unless the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article Sixteen in addition to or in place of the Trustee; provided, however, that
this Section 1614 shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.



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SECTION 1615. Certain Conversions or Exchanges Deemed Payment.




     For the purposes of this Article Sixteen only, (i) the issuance and delivery of securities
which are subordinate in right of payment to all then outstanding Senior Debt to substantially the
same extent as the Securities are so subordinate (“Junior Securities”) (or cash paid in lieu of
fractional shares) upon conversion or exchange of Securities of any series as contemplated by
Section 301, shall not be deemed to constitute a payment or distribution on account of the
principal of or premium, if any, or interest on Securities of such series or on account of the
purchase or other acquisition of Securities of such series and (ii) the payment, issuance or
delivery of cash, property or securities (other than Junior Securities and cash paid in lieu of
fractional shares) upon conversion or exchange of Securities of any series shall be deemed to
constitute payment on account of the principal of such Securities of such series. Nothing contained
in this Article or elsewhere in the Indenture or in the Securities of any series is intended to or
shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders
of Securities of such series the right, which is absolute and unconditional, of the Holder of any
Securities of such series to convert or exchange such Securities of such series in accordance with
the terms specified as contemplated by Section 301.



SECTION 1616. Defeasance of This Article Sixteen.




     The subordination of the Securities provided by this Article Sixteen is expressly made subject
to the provisions for defeasance or covenant defeasance in Article Fourteen hereof and, anything
herein to the contrary notwithstanding, upon the effectiveness of any such defeasance or covenant
defeasance, the Securities then outstanding shall thereupon cease to be subordinated pursuant to
this Article Sixteen.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	CENTERPOINT ENERGY, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, NATIONAL ASSOCIATION, as
 Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 	 	 







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