EX-4.7






EXHIBIT 4.7




 

 





INDENTURE

BETWEEN

THE LUBRIZOL CORPORATION

AS ISSUER


AND


 




AS TRUSTEE


 




Dated as of [   ]


 




Providing for the Issuance of Debt Securities in Series



 

 







 









 








THE LUBRIZOL CORPORATION

Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of [ ]




	 	 	 	 	 
	Trust Indenture Act Section	 	Section of the Indenture
	 
	 	 	 	 
	Sec. 310(a)(1)
	 	 	607	 
	(a)(2)
	 	 	607	 
	(b)
	 	 	608	 
	Sec. 312(c)
	 	 	701	 
	Sec. 314(a)
	 	 	703	 
	(a)(4)
	 	 	1004	 
	(c)(1)
	 	 	102	 
	(c)(2)
	 	 	102	 
	(e)
	 	 	102	 
	Sec. 315(b)
	 	 	601	 
	Sec. 316(a)(last sentence)
	 	 	101	 
	(“Outstanding”)
	 	 	 	 
	(a)(1)(A)
	 	 	502, 512	 
	(a)(1)(B)
	 	 	513	 
	(b)
	 	 	508	 
	(c)
	 	 	104(c)	 
	Sec. 317(a)(1)
	 	 	503	 
	(a)(2)
	 	 	504	 
	(b)
	 	 	1003	 
	Sec. 318(a)
	 	 	111	 








 




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




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TABLE OF CONTENTS




	 	 	 	 	 
	PARTIES
	 	 	1	 
	RECITALS OF THE COMPANY
	 	 	1	 
	 
	 	 	 	 
	ARTICLE ONE
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	12	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	12	 
	SECTION 104. Acts of Holders
	 	 	13	 
	SECTION 105. Notices, etc. to Trustee or the Company
	 	 	14	 
	SECTION 106. Notice to Holders; Waiver
	 	 	15	 
	SECTION 107. Effect of Headings and Table of Contents
	 	 	16	 
	SECTION 108. Successors and Assigns
	 	 	16	 
	SECTION 109. Separability Clause
	 	 	16	 
	SECTION 110. Benefits of Indenture
	 	 	16	 
	SECTION 111. Governing Law
	 	 	16	 
	SECTION 112. Legal Holidays
	 	 	16	 
	SECTION 113. No Recourse
	 	 	17	 
	SECTION 114. Incorporation by Reference of Trust Indenture Act
	 	 	17	 
	SECTION 115. Rules of Construction
	 	 	17	 
	 
	 	 	 	 
	ARTICLE TWO
	SECURITY FORMS
	 
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	18	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	18	 
	SECTION 203. Securities Issuable in Global Form
	 	 	19	 
	 
	 	 	 	 
	ARTICLE THREE
	THE SECURITIES
	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	20	 
	SECTION 302. Denominations
	 	 	23	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	24	 
	SECTION 304. Temporary Securities
	 	 	26	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	28	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	32	 
	SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset
	 	 	33	 
	SECTION 308. Optional Extension of Maturity
	 	 	35	 
	SECTION 309. Persons Deemed Owners
	 	 	36	 
	SECTION 310. Cancellation
	 	 	37	 
	SECTION 311. Computation of Interest
	 	 	37	 








 




			
	Note:	 	This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.




ii









 










	 	 	 	 	 
	SECTION 312. Currency and Manner of Payments in Respect of Securities
	 	 	37	 
	SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent
	 	 	41	 
	 
	 	 	 	 
	ARTICLE FOUR
	SATISFACTION AND DISCHARGE
	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	41	 
	SECTION 402. Application of Trust Money
	 	 	43	 
	 
	 	 	 	 
	ARTICLE FIVE
	REMEDIES
	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	43	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	44	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	45	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	46	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	47	 
	SECTION 506. Application of Money Collected
	 	 	47	 
	SECTION 507. Limitation on Suits
	 	 	47	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	48	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	48	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	49	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	49	 
	SECTION 512. Control by Holders
	 	 	49	 
	SECTION 513. Waiver of Past Defaults
	 	 	49	 
	SECTION 514. Undertaking for Costs
	 	 	50	 
	SECTION 515. Waiver of Stay or Extension Laws
	 	 	50	 
	 
	 	 	 	 
	ARTICLE SIX
	THE TRUSTEE
	 
	 	 	 	 
	SECTION 601. Notice of Defaults
	 	 	50	 
	SECTION 602. Certain Duties, Responsibilities and Rights of Trustee
	 	 	51	 
	SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities
	 	 	53	 
	SECTION 604. May Hold Securities
	 	 	53	 
	SECTION 605. Money Held in Trust
	 	 	53	 
	SECTION 606. Compensation and Reimbursement
	 	 	53	 
	SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification
	 	 	54	 
	SECTION 608. Resignation and Removal; Appointment of Successor
	 	 	55	 
	SECTION 609. Acceptance of Appointment by Successor
	 	 	56	 
	SECTION 610. Merger, Conversion, Consolidation or Succession to Business
	 	 	57	 
	SECTION 611. Appointment of Authenticating Agent
	 	 	58	 
	 
	 	 	 	 
	ARTICLE SEVEN
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 
	 	 	 	 
	SECTION 701. Disclosure of Names and Addresses of Holders
	 	 	59	 
	SECTION 702. Reports by Trustee
	 	 	59	 






iii









 






	 	 	 	 	 
	SECTION 703. Reports by Company
	 	 	60	 
	 
	 	 	 	 
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 
	 	 	 	 
	SECTION 801. Company May Consolidate, etc. Only on Certain Terms
	 	 	60	 
	SECTION 802. Successor Person Substituted
	 	 	61	 
	 
	 	 	 	 
	ARTICLE NINE
	SUPPLEMENTAL INDENTURES
	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	61	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	63	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	64	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	64	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	64	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	64	 
	SECTION 907. Notice of Supplemental Indentures
	 	 	64	 
	SECTION 908. Effect on Senior Indebtedness
	 	 	64	 
	 
	 	 	 	 
	ARTICLE TEN
	COVENANTS
	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium, if Any, and Interest
	 	 	65	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	65	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	66	 
	SECTION 1004. Statement by Officers as to Default
	 	 	67	 
	SECTION 1005. Existence
	 	 	67	 
	SECTION 1006. Limitation on Liens
	 	 	68	 
	SECTION 1007. Limitation on Sale and Leaseback Transactions
	 	 	69	 
	SECTION 1008. Further Instruments and Acts
	 	 	70	 
	SECTION 1009. Calculation of Original Issue Discount
	 	 	70	 
	SECTION 1010. Additional Amounts
	 	 	70	 
	SECTION 1011. Waiver of Certain Covenants
	 	 	71	 
	 
	 	 	 	 
	ARTICLE ELEVEN
	REDEMPTION OF SECURITIES
	 
	 	 	 	 
	SECTION 1101. Applicability of Article
	 	 	71	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	72	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	72	 
	SECTION 1104. Notice of Redemption
	 	 	72	 
	SECTION 1105. Deposit of Redemption Price
	 	 	74	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	74	 
	SECTION 1107. Securities Redeemed in Part
	 	 	75	 
	 
	 	 	 	 
	ARTICLE TWELVE
	SINKING FUNDS
	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	75	 






iv









 






	 	 	 	 	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	75	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	76	 
	 
	 	 	 	 
	ARTICLE THIRTEEN
	REPAYMENT AT OPTION OF HOLDERS
	 
	 	 	 	 
	SECTION 1301. Applicability of Article
	 	 	77	 
	SECTION 1302. Repayment of Securities
	 	 	77	 
	SECTION 1303. Exercise of Option
	 	 	77	 
	SECTION 1304. When Securities Presented for Repayment Become Due and Payable
	 	 	77	 
	SECTION 1305. Securities Repaid in Part
	 	 	78	 
	 
	 	 	 	 
	ARTICLE FOURTEEN
	DEFEASANCE AND COVENANT DEFEASANCE
	 
	 	 	 	 
	SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	79	 
	SECTION 1402. Defeasance and Discharge
	 	 	79	 
	SECTION 1403. Covenant Defeasance
	 	 	79	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	80	 
	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	 	 	81	 
	SECTION 1406. Reinstatement
	 	 	83	 
	 
	 	 	 	 
	ARTICLE FIFTEEN
	MEETINGS OF HOLDERS OF SECURITIES
	 
	 	 	 	 
	SECTION 1501. Purposes for Which Meetings May Be Called
	 	 	83	 
	SECTION 1502. Call, Notice and Place of Meetings
	 	 	83	 
	SECTION 1503. Persons Entitled to Vote at Meetings
	 	 	83	 
	SECTION 1504. Quorum; Action
	 	 	83	 
	SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	84	 
	SECTION 1506. Counting Votes and Recording Action of Meetings
	 	 	86	 
	 
	 	 	 	 
	EXHIBIT A
Forms of Certification
	 	 	A-1	 







v











 





          INDENTURE, dated as of [     ], among The Lubrizol Corporation, an Ohio corporation (the
“Company”), having its principal office at 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298,
and __________________, a _________ corporation, as Trustee (herein called the
“Trustee”).




RECITALS OF THE COMPANY




          WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured senior or subordinated debentures,
notes or other evidences of indebtedness (herein called the “Securities”), which may be convertible
into or exchangeable for any securities of any person (including the Company), to be issued in one
or more series as in this Indenture provided; and




          WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of this Indenture, and shall be governed by such provisions;
provided that if any provision of this Indenture modifies any TIA provision that may be so
modified, such TIA provision shall be deemed to apply to this Indenture as so modified; provided
further that if any provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture; and




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          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 series thereof, as follows:




ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          SECTION 101. Definitions. “Act”, when used with respect to any Holder, has the meaning
specified in Section 104.




          “Additional Amounts” has the meaning specified in Section 1010.




          “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for that date of redemption.




          “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
purposes of this definition, “control,” as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise. For purposes of this definition, the terms “controlling,” “controlled by”



1









 






and “under common control with” shall have correlative meanings.




          “Attributable Debt” means, when used in respect of any Sale and Leaseback Transaction, as of
the time of determination, the total obligation (discounted to present value at the rate per annum
equal to the discount rate which would be applicable to a capital lease obligation with like term
in accordance with GAAP) of the lessee for rental payments (other than amounts required to be paid
on account of property taxes, maintenance, repairs, insurance, water rates and other items which do
not constitute payments for property rights) during the remaining portion of the initial term of
the lease included in such Sale and Leaseback Transaction.




          “Authenticating Agent” means any Person appointed by the Trustee to act on behalf of the
Trustee pursuant to Section 611 to authenticate Securities.




          “Authorized Newspaper” means a newspaper, in the English language or in an official language
of the country of publication, customarily published on each Business Day, whether or not published
on Saturdays, Sundays or holidays, and of general circulation in each place in connection with
which the term is used or in the financial community of each such place. Where successive
publications are required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the foregoing requirements and
in each case on any Business Day.




          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.




          “Bearer Security” means any Security except a Registered Security.




          “Board of Directors” means (i) with respect to a corporation, the board of directors of the
corporation; (ii) with respect to a partnership, the Board of Directors of the general partner of
the partnership; and (iii) with respect to any other Person, the board or committee of such Person
serving a similar function.




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




          “Business Day” means, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, unless otherwise specified with
respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment or other location
are authorized or obligated by law or executive order to close.




          “Clearstream” means Clearstream, societe anonyme, or its successor.




          “Commission” or “SEC” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.




2









 








          “Common Depositary” has the meaning specified in Section 304.




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




          “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by one Officer of the Company and delivered to the Trustee.




          “Consolidated Current Liabilities” means the aggregate of the current liabilities of the
Company appearing on the most recent available consolidated balance sheet of the Company and its
Subsidiaries, all in accordance with GAAP. In no event shall Consolidated Current Liabilities
include any obligation of the Company or its Subsidiaries issued under a revolving credit or
similar agreement if the obligation issued under such agreement matures by its terms within 12
months from the date thereof but by the terms of such agreement such obligation may be renewed or
extended or the amount thereof reborrowed or refunded at the option of the Company or any
Subsidiary for a term in excess of 12 months from the date of determination.




          “Consolidated Net Tangible Assets” means Consolidated Tangible Assets after deduction of
Consolidated Current Liabilities.




          “Consolidated Tangible Assets” means the aggregate of all assets of the Company (including the
value of all existing Sale and Leaseback Transactions and any assets resulting from the
capitalization of other long-term lease obligations in accordance with GAAP) appearing on the most
recent available consolidated balance sheet of the Company and its Subsidiaries at their net book
values, after deducting related depreciation, applicable allowances and other properly deductible
items, and after deducting all goodwill, trademarks, tradenames, patents, unamortized debt discount
and expenses and other like intangibles, all prepared in accordance with GAAP.




          “Conversion Date” has the meaning specified in Section 312(d).




          “Conversion Event” means the cessation of use of a Foreign Currency both by the government of
one or more countries or by any recognized union, association or confederation of governments that
issued such currency and by a central bank or other public institution of or within the
international banking community for the settlement of transactions.




          “Corporate Trust Office of the Trustee” means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be administered, which
office on the date of execution of this Indenture is located at [    ], except that with respect
to presentation of Securities for payment or for registration of transfer or exchange, such term
shall mean the office or agency of the Trustee at which, at any particular time, its corporate
agency business shall be conducted.




          “corporation” includes corporations, associations, companies and business or statutory trusts.




          “coupon” means any interest coupon appertaining to a Bearer Security.




3









 











          “Currency” means any currency, composite currency or currency unit, including, without
limitation, the Euro, issued by the government of one or more countries or by any recognized union,
confederation or association of such governments.




          “Debt” has the meaning set forth in Section 1006.




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




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




          “Depositary” means, with respect to Registered Securities of any series, for which the Company
shall determine that such Registered Securities will be issued in permanent global form, The
Depository Trust Company, New York, New York, another clearing agency, or any successor registered
as a clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulations, which in each case, shall be designated by the
Company pursuant to Section 301.




          “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States of America as at the time shall be legal tender for the payment of public and private debts.




          “Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g).




          “Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 312(f).




          “Election Date” has the meaning specified in Section 312(h).




          “Euro” means the basic unit of currency among participating European Union countries, as
revised or replaced from time to time.




          “Euroclear” means Euroclear Bank S.A./N.V. as operator of Euroclear System, and any successor
thereto.




          “European Union” means the European Economic Community, the European Coal and Steel Community
and the European Atomic Energy Community, as may be modified from time to time.




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




          “Exchange Date” has the meaning specified in Section 304.




          “Exchange Rate Agent” means, with respect to Securities of or within any series, unless
otherwise specified with respect to any Securities pursuant to Section 301, a New York Clearing
House bank, designated pursuant to Section 301 or Section 313.




4









 








          “Exchange Rate Officer’s Certificate” means a certificate setting forth (i) the applicable
Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount determined in accordance with Section 302 in the relevant Currency),
payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed
by the Chief Financial Officer, Treasurer or any Senior Vice President of the Company.




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




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




          “Federal Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States Code, as
amended from time to time.




          “Foreign Currency” means any Currency other than Currency of the United States.




          “Funded Debt” means all Debt having a maturity of more than 12 months from the date as of
which the determination is made or having a maturity of 12 months or less but by its terms being
renewable or extendable beyond 12 months from such date at the option of the borrower, but
excluding any such Debt owed to the Company or a Subsidiary.




          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity, including International
Financial Reporting Standards, as have been approved by
the Commission, which are in
effect on the date of the Indenture, date of any issuance of debt
Securities hereunder or date relating to any covenant compliance.




          “Government Obligations” means, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, securities which are (i) direct obligations of the government
which issued the Currency in which the Securities of a particular series are payable or (ii)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed by such government, which, in either case, are full
faith and credit obligations of such government payable in such Currency and are not callable or
redeemable at the option of the issuer thereof and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt.




          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including,
without limitation, letters of credit and reimbursement agreements in respect thereof),



5









 






of all or any part of any Indebtedness or other obligations.




          “Holder” means, in the case of a Registered Security, the Person in whose name a Security is
registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and,
when used with respect to any coupon, shall mean the bearer thereof.




          “Indebtedness” means (1) any liability of any Person (a) for borrowed money, or (b) evidenced
by a bond, note, debenture or similar instrument (including purchase money obligations but
excluding Trade Payables and other accrued liabilities arising in the ordinary course of business
that are not overdue by 90 days or more or being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted), or (c) for the payment of money relating to a lease
that is required to be classified as a capitalized lease obligation in accordance with GAAP; (2)
all obligations of such Person for the reimbursement of any obligor on any letter of credit,
banker’s acceptance or similar credit transaction (other than obligations with respect to letters
of credit securing obligations (other than obligations described in clause (1) above) entered into
in the ordinary course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third
Business Day following receipt by such Person of demand for reimbursement following payment on the
letter of credit); (3) any liability of others described in the preceding clauses (1) and (2) that
the Person has guaranteed, that is recourse to such Person or that is otherwise its legal
liability; and (4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3) above.




          “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, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time more than one
Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to
other series of Securities for which such Person is not Trustee, regardless of when such terms or
provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such Person had become such Trustee but
to which such Person, as such Trustee, was not a party.




          “Indexed Security” means a Security the terms of which provide that the principal amount
thereof payable at the Stated Maturity may be more or less than the principal face amount thereof
at original issuance.




          “interest” means, when used with respect to an Original Issue Discount Security the rate
prescribed in such Original Issue Discount Security.




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




6









 








          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction.




          “Market Exchange Rate” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and
Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit
and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for
the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers
quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York
and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased
with the Foreign Currency from which conversion is being made from major banks located in either
New York City, London or any other principal market for Dollars or such purchased Foreign Currency,
in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in
its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank
of New York as of the most recent available date, or quotations from one or more major banks in New
York City, London or another principal market for the Currency in question, or such other
quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of
foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall
be that upon which a non-resident issuer of securities designated in such Currency would purchase
such Currency in order to make payments in respect of such securities.




          “Maturity” means, when used with respect to any Security, the date on which the principal of
such Security or any installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption,
notice of option to elect repayment, notice of exchange or conversion, or otherwise.




          “Mortgage” means, with respect to any property or assets, any mortgage or deed of trust,
pledge, hypothecation, assignment, security interest, lien, encumbrance, or any other security
arrangement of any kind or nature whatsoever on or with respect to such property or assets
(including any conditional sale or other title retention agreement having substantially the same
economic effect as any of the foregoing).




          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.




7









 








          “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of
the Company, one of whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, that meets the requirements of
Section 102 hereof.




          “Operating Property” means any property, plant or equipment located in the United States owned
by, or leased to, the Company or any Subsidiary that has a market value in excess of 1.0% of
Consolidated Net Tangible Assets.




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




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




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





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




     (ii) Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any coupons appertaining thereto; 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;




     (iii) Securities, except to the extent provided in Sections 1402 and 1403, with respect
to which the Company has effected defeasance and/or covenant defeasance as provided in
Article Fourteen; and




     (iv) 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 any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the



8









 






amount of principal thereof that would be (or shall have been declared to be) due and payable, at
the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that shall be deemed Outstanding for
such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is
originally issued by the Company as set forth in an Exchange Rate Officer’s Certificate delivered
to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent as of such date of original issuance of the amount determined as provided in
clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301, and (iv)
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 making such calculation or in
relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon
any such determination as to the presence of a quorum, only Securities which a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have
been pledged in good faith may be regarded as Outstanding if the pledge 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 such other obligor.




          “Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by
the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities on
behalf of the Company.




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




          “Place of Payment” means, when used with respect to the Securities of or within any series,
the place or places (which, in the case of Bearer Securities, shall be outside the United States)
where the principal of (and premium, if any) and interest, if any, on such Securities are payable
as specified as contemplated by Sections 301 and 1002.




          “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 or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains, as the case may be.




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




          “Redemption Price” means, when used with respect to any security to be



9









 






redeemed, the price at which it is to be redeemed pursuant to this Indenture.




          “Registered Security” means any Security registered in the Security Register.




          “Regular Record Date” for the interest payable on any Interest Payment Date on the Registered
Securities of or within 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 pursuant to this Indenture.




          “Repayment Price” means, when used with respect to any Security to be repaid at the option of
the Holder, the price at which it is to be repaid pursuant to this Indenture.




          “Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee
within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) who has
direct responsibility for administration of this Indenture and, for purposes of Section 601 or
subparagraph (3)(b) of the first paragraph of Section 602 hereof, also includes any other officer
to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject.




          “Restricted Subsidiary” means any Subsidiary that owns Operating Property.




          “Sale and Leaseback Transaction” means any arrangement with any Person providing for the
leasing to the Company or any Subsidiary of any Operating Property, which Operating Property has
been or is to be sold or transferred by the Company or such Subsidiary to such Person.




          “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture; provided,
however, that if at any time there is more than one Person acting as Trustee under this Indenture,
“Securities” with respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.




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




          “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x)
indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether
outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money
borrowed other than (a) any indebtedness of the Company which when incurred and without respect to
any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the
Company, (b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to any
employee of the Company, (d) any liability for taxes, (e) other accrued liabilities arising in the
ordinary course of business that are not overdue by 90 days or more or being contested in good
faith by appropriate proceedings promptly instituted and



10









 






diligently conducted, and (e) Trade Payables, unless in the instrument creating or evidencing
the same or pursuant to which the same is outstanding it is provided that such indebtedness is not
senior or prior in right of payment to the Securities, and (y) renewals, extensions, modifications
and refundings of any such indebtedness. This definition may be modified or superseded by a
supplemental indenture.




          “Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary”
within the meaning of Article 1 of Regulation S-X of the Securities Act of 1933 as in effect on the
date of this Indenture.




          “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities
of or within any series means a date fixed by the Trustee pursuant to Section 307.




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




          “Subsidiary” means any corporation of which at least a majority of the outstanding stock
having by the terms thereof ordinary voting power for the election of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned by the Company or by one or more other Subsidiaries, or by the Company
and one or more other Subsidiaries.




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




          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date
as of which this Indenture was executed, except as provided in Section 905.




          “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
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; provided, however, that if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series shall mean only the Trustee with respect to
Securities of that series.




          “United States” means, unless otherwise specified with respect to any Securities pursuant to
Section 301, the United States of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.




          “United States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States or an estate or trust the income of which is subject to United States federal income
taxation regardless of its source.




          “Valuation Date” has the meaning specified in Section 312(c).




11









 








          “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”.




          “Voting Stock” means stock of the class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).




          “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 an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished.




          Every certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture (other than pursuant to Section 1004) shall include:





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




     (2) 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, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and




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



          SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters
are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one



12









 






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 his 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. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be, may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting
of Holders of Securities of such series duly called and held in accordance with the provisions of
Article Fifteen, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company or to both of them. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.




          (a) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of 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 that the Trustee deems sufficient.




13









 








          (b) The principal amount and serial numbers of Registered Securities held by any Person, and
the date of holding the same, shall be proved by the Security Register.




          (c) The principal amount and serial numbers of Bearer Securities held by any Person, and the
date of holding the same, may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing
that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to
it, the Bearer Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed
by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced
to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also
be proved in any other manner that the Trustee deems sufficient.




          (d) If the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its
option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation is completed. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver
or other Act, and for that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.




          (e) 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, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.




          SECTION 105. Notices, etc. to Trustee or Company. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other documents provided




14









 







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: [ ], 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 or by overnight delivery service, to the Company addressed to it at the
address of the Company’s principal office specified in the first paragraph of this
Indenture, to the attention of its General Counsel, or at any other address previously
furnished in writing to the Trustee by the Company.



          SECTION 106. Notice to Holders; Waiver. Except as otherwise expressly provided herein
or otherwise specified with respect to any series of Securities pursuant to Section 301, where this
Indenture provides for notice of any event to Holders of Registered Securities by the Company or
the Trustee, such notice shall be sufficiently given if in writing and mailed, first-class postage
prepaid, to each such Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders of Registered Securities 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 of
Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as
provided. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually receives such
notice.




          In case, by reason of the suspension of or irregularities in regular mail service or by reason
of any other cause, it shall be impractical to mail notice of any event to Holders of Registered
Securities when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be
sufficient giving of such notice for every purpose hereunder.




          Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if
published in an Authorized Newspaper in The City of New York and in such other city or cities as
may be specified in such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date, prescribed for the
giving of such notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such publication.




          If by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause, it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient



15









 






notice to such Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other Holders of Bearer
Securities or the sufficiency of any notice to Holders of Registered Securities given as provided
herein.




          Any request, demand, authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language, except that any published notice may be in
an official language of the country of publication.




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.




          SECTION 107. 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 108. 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 109. Separability Clause. In case any provision in this Indenture or in any
Security or coupon shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




          SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the Securities or
coupons, express or implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and
the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim
under this Indenture.




          SECTION 111. Governing Law. THIS INDENTURE AND THE SECURITIES AND COUPONS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS INDENTURE IS
SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE
AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.




          SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date or Stated Maturity or 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 any Security or coupon other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu of this Section), payment of
principal (or premium, if any) or interest, 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,



16









 






Redemption Date Repayment Date, sinking fund payment date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be.




          SECTION 113. No Recourse. No recourse for the payment of the principal of or premium,
if any, or interest on any Security or any coupons appertaining thereto, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture, or in any Security or
any coupons appertaining thereto, or because of the creation of any indebtedness represented
thereby, shall be had against any director, officer, employee, or stockholder as such, past,
present or future, of the Company or any of its Affiliates or any successor Person of the Company,
either directly or through the Company or any of its Affiliates or any successor Person of 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 all such liability is
hereby expressly waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of the Securities.




          SECTION 114. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture.




          The following TIA terms used in this Indenture have the following meanings:





     (i) “indenture securities” means the Securities;




     (ii) “indenture security Holder” means a Holder of a Security;




     (iii) “indenture to be qualified” means this Indenture;




     (iv) “indenture trustee” or “institutional trustee” means the Trustee; and




     (v) “obligor” on the Securities means the Company and any successor obligor upon the
Securities.



          All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.




          SECTION 115. Rules of Construction. Unless the context otherwise requires:





     (i) a term has the meaning assigned to it;




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




     (iii) “or” is not exclusive;



17









 






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




     (v) provisions apply to successive events and transactions.



ARTICLE TWO

SECURITY FORMS




          SECTION 201. Forms Generally. The Registered Securities, if any, of each series and
the Bearer Securities, if any, of each series and related coupons, the temporary global Securities
of each series, if any, and the permanent global Securities of each series, if any, to be endorsed
thereon shall be in substantially the forms as shall be established by, or pursuant to a Board
Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an
Officers’ Certificate pursuant to a Board Resolution of the Company or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may, consistently herewith,
be determined by the officers of the Company, executing such Securities or coupons, as evidenced by
their execution of the Securities or coupons. If the forms of Securities or coupons 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 Secretary or Assistant 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 or coupons. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Security.




          Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall
have interest coupons attached.




          The Trustee’s certificate of authentication on all Securities shall be in substantially the
form set forth in this Article.




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




          SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 611,
the Trustee’s certificate of authentication shall be in substantially the following form:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          Dated: ________________




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




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________________________,

as Trustee



By: ____________________________

                    Authorized Officer




          SECTION 203. Securities Issuable in Global Form. If Securities of or within a series
are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby may from time to time
be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.




          The provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written instructions (which need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.




          Notwithstanding any provisions of Section 307 to the contrary, unless otherwise specified as
contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on
any Security in permanent global form shall be made to the Person or Persons specified therein.




          Notwithstanding the provisions of Section 309 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (i), in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global Security in
bearer form, Euroclear or Clearstream.





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ARTICLE THREE

THE SECURITIES




          SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to
Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by
the Company with respect to unissued Securities of the series and set forth in such Securities of
the series when issued from time to time):





     (1) title of the Securities of the series (which shall distinguish the Securities of
the series from all other series of Securities) and whether such Securities are senior or
subordinated;




     (2) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305 and except for
any Securities which, pursuant to Section 303, are deemed never to have been authenticated
and delivered hereunder);




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




     (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 any 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, the right,
if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record
Date, if any, for the interest payable on any Registered Security 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 on the basis of a 360-day year of twelve
30-day months;




     (5) the place or places, if any, other than or in addition to the Borough of Manhattan,
The City of New York, where the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable (which in the case of Bearer Securities shall be
outside the United States), where any Registered Securities of the series may be surrendered
for registration of transfer, where Securities of the series may be surrendered for
exchange, where Securities of the series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable and, if different than the location
specified in Section 106, the place or places where notices or



20









 







demands to or upon the Company in respect of the Securities of the series and this
Indenture may be served;




     (6) the period or periods within which, the price or prices at which, the Currency in
which, and other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company or a Holder thereof, if the Company or
such Holder is to have that option;




     (7) the obligation or right, if any, of the Company to redeem, repay or purchase
Securities of the series pursuant to any sinking fund or analogous provision or at the
option of a Holder thereof, and the period or periods within which or the date or dates on
which, the price or prices at which, the Currency in which, and other terms and conditions
upon which Securities of the series shall be redeemed, repaid 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
denomination or denominations in which any Registered Securities of the series shall be
issuable and, if other than denominations of $5,000, the denomination or denominations in
which any Bearer Securities of the series shall be issuable;




     (9) if other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;




     (10) 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, upon redemption of the Securities of the series
which are redeemable before their Stated Maturity, upon surrender for repayment at the
option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section
504 or the method by which such portion shall be determined;




     (11) if other than Dollar, the Currency or Currencies in which payment of the principal
of (or premium, if any) or interest, if any, on the Securities of the series shall be made
or in which the Securities of the series shall be denominated and the particular provisions
applicable thereto in accordance with, in addition to or in lieu of any of the
provisions of Section 312;




     (12) whether the amount of payments of principal of (or premium, if any) or interest,
if any, on the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without limitation, on
one or more Currencies, commodities, equity indices or other indices), and the manner in
which such amounts shall be determined;




     (13) whether the principal of (or premium, if any) or interest, if any, on the
Securities of the series are to be payable, at the election of the Company or a Holder
thereof, in a Currency other than that in which such Securities are denominated or stated to
be payable, the period or periods within which (including the Election Date), and the terms
and conditions upon which, such election may be made, and the time and manner of determining
the exchange rate between the Currency in which such Securities are



21









 







denominated or stated to be payable and the Currency in which such Securities are to be
so payable, in each case in accordance with, in addition to or in lieu of any of the
provisions of Section 312;




     (14) the designation of the initial Exchange Rate Agent, if any, or any depositaries;




     (15) if Sections 1402 and/or 1403 are not applicable to the Securities of the series
and any provisions in modification of, in addition to or in lieu of any of the provisions of
Article Fourteen that shall be applicable to the Securities of the series;




     (16) provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;




     (17) any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or not such
Events of Default or covenants are consistent with the Events of Default or covenants set
forth herein;




     (18) whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities, whether such Securities of any series are to
be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global Security may exchange such
interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 305, whether Registered Securities of the series may be
exchanged for Bearer Securities of the series (if permitted by applicable laws and
regulations), and the circumstances under which and the place or places where any such
exchanges may be made and if Securities of the series are to be issuable in global form, the
identity of any initial depository therefor;




     (19) the date as of which any Bearer Securities of the series and any temporary global
Security representing Outstanding Securities shall be dated if other than the date of
original issuance of the first Security of the series to be issued;




     (20) the Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest, the manner in which, or the Person to whom, any interest on any Bearer Security of
the series shall be payable, if otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 304; and the extent to
which, or the manner in which any interest payable on a permanent global Security on an
Interest Payment Date will be paid if other than in the manner provided in



22









 







Section 307;




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




     (22) if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered;




     (23) whether, under what circumstances and the Currency in which the Company will pay
Additional Amounts as contemplated by Section 1010 on the Securities of the series to any
Holder who is not a United States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather than pay such Additional
Amounts (and the terms of any such option);




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




     (25) whether the Securities of the series are subject to subordination and, if so, the
terms of such subordination;




     (26) if Securities of the series are to be guaranteed; and




     (27) any other terms, conditions, rights and preferences (or limitations on such rights
and preferences) relating to the series (which terms shall not be inconsistent with the
requirements of the Trust Indenture Act or the provisions of this Indenture).




     All Securities of any one series and the coupons appertaining to any Bearer Securities
of such series shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution or pursuant to authority granted by one or more Board Resolutions
(subject to Section 303) and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.




     If any of the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to
the issuance of the first Security of such series.



          SECTION 302. Denominations. The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. With respect to



23









 







Securities of any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of such series, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any denomination), shall be issuable
in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such
series, other than the Bearer Securities issued in global form (which may be of any denomination),
shall be issuable in the denomination of $5,000.



          SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any
coupons appertaining thereto shall be executed on behalf of the Company by its Chairman, its
President, a Vice President or Treasurer, under its corporate seal affixed thereto or reproduced
thereon attested by its Secretary or an Assistant Secretary. The signature of any of these officers
on the Securities or coupons may be the manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the Securities.




          Securities or coupons 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 or coupons.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series together with any coupons appertaining thereto,
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 such Company
Order shall authenticate and deliver such Securities; provided, however, that, in connection with
its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security shall have furnished
a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and the date on which
any temporary Security first becomes exchangeable for such Bearer Security in accordance with the
terms of such temporary Security and this Indenture. If any Security shall be represented by a
permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation
of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange
of a portion of a temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner’s interest in such permanent global Security. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and cancelled. If not all the
Securities of any series are to be issued at one time and if the Board Resolution, Officers’
Certificate pursuant to a Board Resolution, or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of such series such as
interest rate, maturity, date of issuance and date from which interest shall accrue.




24









 








          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 shall be
fully protected in relying upon, an Opinion of Counsel stating in effect (subject to customary
exceptions):





     (a) that the form or forms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture;




     (b) that the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture;




     (c) that such Securities, together with any coupons appertaining thereto, when
completed by appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and delivered by the
Trustee in accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will be the legal, valid and
binding obligations of the Company, enforceable in accordance with their terms, subject to
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights generally (including without limitation on all laws
relating to fraudulent transfers), to general principles of equity;




     (d) that all laws and requirements in respect of the execution and delivery by the
Company as applicable, of such Securities, any coupons and of the supplemental indentures,
if any, have been complied with and that authentication and delivery of such Securities and
any coupons and the execution and delivery of the supplemental indenture, if any, by the
Trustee will not violate the terms of the Indenture;




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




     (f) that the issuance of such Securities and any coupons will not contravene the
articles of incorporation or by-laws of the Company, or result in any violation of any of
the terms or provisions of any law or regulation or of any indenture, mortgage or other
agreement known to such Counsel by which the Company is bound.



          Notwithstanding the provisions of Section 301 and of the preceding two paragraphs, if not all
the Securities of any series are to be issued at one time, it shall not be necessary to deliver the
Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion
of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of
issuance of each Security, but such documents shall be delivered prior to or at the time of
issuance of the first Security of such series.




          The Trustee shall not be required to authenticate and deliver any 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.




25









 








          Each Registered Security shall be dated the date of its authentication and each Bearer
Security shall be dated as of the date specified as contemplated by Section 301. No Security or
coupon 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 duly executed by the Trustee by manual signature of an authorized officer,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder and is entitled to the benefits
of this Indenture.




          Notwithstanding the foregoing, 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 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, 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 in lieu of which they are issued, in registered form or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as conclusively the officers executing such Securities or
coupons may determine, as conclusively evidenced by their execution of such Securities or coupons,
as the case may be. Such temporary Securities may be in global form.




          Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), 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 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 (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of the same series and of like
tenor of authorized denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance
with the conditions set forth in Section 303. 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.




          If temporary Securities of any series are issued in global form, any such temporary global
Security shall, unless otherwise provided therein, be delivered to the London office of a
depositary or common depositary (the “Common Depositary”), for the benefit of



26









 







Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).



          Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security executed by the Company. On or after the
Exchange Date such temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for its account then
to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as
may be established pursuant to Section 301); and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.



          Unless otherwise specified in such temporary global Security, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section
301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall
be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the beneficial owners
of such temporary global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that such Person does not
take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.
Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary
global Security shall be delivered only outside the United States.



          Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that,



27









 







unless otherwise specified as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment
Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a
certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such
other form as may be established pursuant to Section 301), for credit without further interest
thereon on or after such Interest Payment Date to the respective accounts of the Persons who are
the beneficial owners of such temporary global Security on such Interest Payment Date and who have
each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than
15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set
forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the certifications made
pursuant to this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the
interests of the Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive Securities of the
same series and of like tenor on the Exchange Date or the date of certification if such date occurs
after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will be made unless and
until such interest in such temporary global Security shall have been exchanged for an interest in
a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein
provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the
expiration of two years after such Interest Payment Date in order to be repaid to the Company in
accordance with (but otherwise subject to) Section 1003.



          SECTION 305. Registration, Registration of Transfer and Exchange. The Company or the
Trustee shall cause to be kept at the Corporate Trust Office of the Trustee a register for each
series of Securities (the registers maintained in the Corporate Trust Office of the Trustee 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 Registered Securities and of transfers
of Registered Securities; provided, however, that there shall be only one Security Register per
series of Securities. The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. At all reasonable times, the Security
Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as
security registrar (the “Security Registrar”) for the purpose of registering Registered Securities
and transfers of Registered Securities as herein provided and for facilitating exchanges of
temporary global Securities for permanent global Securities or definitive Securities, or both, or
of permanent global Securities for definitive Securities, as herein provided.



          Upon surrender for registration of transfer of any Registered Security of any series at the
office or agency 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, one or more new
Registered Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.



28









 





          At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination and of a like aggregate
principal amount, upon surrender of the Registered Securities to be exchanged at such office or
agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Securities that the Holder
making the exchange is entitled to receive. Unless otherwise specified with respect to any series
of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for
Registered Securities.



          If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same series of any
authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in a permitted exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in Accordance with the provisions of this Indenture.



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



          Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If any
beneficial owner of an interest in a permanent global Security is entitled to exchange such
interest for Securities of such series and of like tenor and principal amount of



29









 







another authorized form and denomination, as specified as contemplated by Section 301 and
provided that any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities
of that series in aggregate principal amount equal to the principal amount of such beneficial
owner’s interest in such permanent global Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such permanent global Security to be
exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and
as Registered Securities, as specified as contemplated by Section 301, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities to be redeemed and
ending on the relevant Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided, further, that no Bearer Security delivered in exchange
for a portion of a permanent global Security shall be mailed or otherwise delivered to any location
in the United States. If a Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such exchange occurs on
(i) any Regular Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such permanent global Security is payable in
accordance with the provisions of this Indenture.



          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 Registered Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Security Registrar) 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 governmental
charge that may be imposed in connection with any registration of transfer or



30









 







exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.



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



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



          The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the selection for redemption of Securities of that series under Section 1103 or 1203 and
ending at the close of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of
the series are issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any
Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor; provided that such Registered Security shall
be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.



          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer that may be imposed under this Indenture with respect to the
Securities of any series pursuant to the terms thereof established as contemplated by Section 301
or under applicable law with respect to any transfer of any interest in any such Security
(including any transfers between or among any depositary (including any Depositary or



31









 







Common Depositary), or its nominee, as a Holder of a Security issued in global form, any
participants in such depositary or owners or holders of beneficial interests in any such global
Security) other than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by, the terms of such
Securities if and as may be so established in respect of such Securities, and to examine the same
to determine substantial compliance as to form with the express requirements thereof.



          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee,
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, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security, or, in case any such mutilated Security or coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing a new Security,
with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, pay
such Security or coupon.



          If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon 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 or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously Outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.



          Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium, if any) and interest, if any,
on Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise specified as contemplated
by Section 301, any interest on Bearer Securities shall be payable only upon presentation and
surrender of the coupons appertaining thereto.



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



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          Every new Security of any series with its coupons, if any, issued pursuant to this Section in
lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for a Security to which a
mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen
Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon 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 and their coupons, if any,
duly issued hereunder.



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



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




     (a) Unless otherwise provided as contemplated by Section 301 with respect to any series
of Securities, interest, if any, on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 1002; provided, however, that
each installment of interest, if any, on any Registered Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the written order of
the Person entitled thereto pursuant to Section 309, to the address of such Person as it
appears on the Security Register or (ii) transfer to an account located in the United States
maintained by the payee.




     Unless otherwise provided as contemplated by Section 301 with respect to the Securities
of any series, payment of interest, if any, may be made, in the case of a Bearer Security,
by transfer to an account located outside the United States maintained by the payee.




     Any interest on any Registered Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such defaulted interest and, if applicable, interest on such defaulted interest
(to the extent lawful) at the rate specified in the Securities of such series (such
defaulted interest and, if applicable, interest thereon herein collectively called
“Defaulted Interest”) may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of



33









 







the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)) 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 on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest that 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 in the manner provided 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 given, such Defaulted Interest shall be paid to the Persons in whose name the
Registered Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).




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




     (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 date of



34









 







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).



          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 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 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 final
maturity date of Maturity as set forth on the face of such Security (the “Stated Maturity”). 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 Maturity of such Security in effect
prior to the exercise of such option. 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 Maturity a notice (the “Extension Notice”) indicating (i) the election of the
Company to extend the Maturity, (ii) the new Maturity, (iii) the interest rate, if any, 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



35









 







Notice, the 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 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 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 at Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment at 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 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 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 Maturity.



          SECTION 309. Persons Deemed Owners. Prior to due presentment of a Registered Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the absolute owner of
such Registered Security for the purpose of receiving payment of principal of (and premium, if any)
and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Company, the Trustee or any
agent of the Company or the Trustee shall be affected by notice to the contrary.



          Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupons be overdue, and none of the Company, the Trustee or any
agent of the Company or the Trustee shall be affected by notice to the contrary.



          None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. The Company, the Trustee and
the Securities Registrar shall be entitled to deal with any depositary (including any Depositary or
Common Depositary), and any nominee thereof, that is the Holder of any such global Security for all
purposes of this Indenture relating to such global Security (including the payment of principal,
premium, if any, and interest and Additional Amounts, if any, the giving of instructions or
directions by or to the owner or holder of a



36









 







beneficial ownership interest in such global Security) as the sole Holder of such global
Security and shall have no obligations to the beneficial owners thereof. None of the Company, the
Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for
any acts or omissions of any such depositary with respect to such global Security, for the records
of any such depositary, including records in respect of beneficial ownership interests in respect
of any such global Security, for any transactions between such depositary and any participant in
such depositary or between or among any such depositary, any such participant and/or any holder or
owner of a beneficial interest in such global Security or for any transfers of beneficial interests
in any such global Security.



          Notwithstanding the foregoing, with respect to any global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any depositary (including any
Depositary or Common Depositary), as a Holder, with respect to such global Security or impair, as
between such depositary and owners of beneficial interests in such global Security, the operation
of customary practices governing the exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.



          SECTION 310. Cancellation. All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or exchange or for
credit against any current or future sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the
Trustee shall be promptly cancelled 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 cancelled by
the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities and coupons held by the
Trustee shall be disposed of by the Trustee in accordance with its customary procedures and, if
requested by the Company in writing, certification of their disposal delivered to the Company,
unless by Company Order the Company shall timely direct that cancelled Securities be returned to
it.



          SECTION 311. Computation of Interest. Except as otherwise specified as contemplated by
Section 301 with respect to Securities of any series, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.



          SECTION 312. Currency and Manner of Payments in Respect of Securities.




     (a) Unless otherwise specified with respect to any series of Securities pursuant to
Section 301, with respect to Registered Securities of any series not permitting the election
provided for in paragraph (b) below or the Holders of which have not made



37









 







the election provided for in paragraph (b) below, and with respect to Bearer Securities
of any series, except as provided in paragraph (d) below, payment of the principal of (and
premium, if any) and interest, if any, on any Registered or Bearer Security of such series
will be made in the Currency in which such Registered Security or Bearer Security, as the
case may be, is payable. The provisions of this Section 312 may be modified or superseded
with respect to any Securities pursuant to Section 301.




     (b) It may be provided pursuant to Section 301 with respect to Registered Securities of
any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to
receive payments of principal of (or premium, if any) or interest, if any, on such
Registered Securities in any of the Currencies that may be designated for such election by
delivering to the Trustee a written election with signature guarantees and in the applicable
form established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be effective
for the payment to be made on such payment date and no such change of election may be made
with respect to payments to be made on any Registered Security of such series with respect
to which an Event of Default has occurred or with respect to which the Company has deposited
funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption
has been given by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee not later than the close of business on the
applicable Election Date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee shall notify the Exchange Rate
Agent as soon as practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.




     (c) Unless otherwise specified pursuant to Section 301, if the election referred to in
paragraph (b) above has been provided for pursuant to Section 301, then, unless otherwise
specified pursuant to Section 301, not later than the fourth Business Day after the Election
Date for each payment date for Registered Securities of any series, the Exchange Rate Agent
will deliver to the Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Registered Securities to be paid on such
payment date, specifying the amounts in such Currency so payable in respect of the
Registered Securities as to which the Holders of Registered Securities of such series shall
have elected to be paid in another Currency as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to Section 301
and if at least one Holder has made such election, then, unless otherwise specified pursuant
to Section 301, on the second Business Day preceding such payment date the Company will
deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer’s
Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment
date. Unless otherwise specified



38









 







pursuant to Section 301, the Dollar or Foreign Currency amount receivable by Holders of
Registered Securities who have elected payment in a Currency as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market Exchange Rate
in effect on the third Business Day (the “Valuation Date”) immediately preceding each
payment date, and such determination shall be conclusive and binding for all purposes,
absent manifest error.




     (d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the
Securities are denominated or payable other than pursuant to an election provided for
pursuant to paragraph (b) above, then with respect to each date for the payment of principal
of (and premium, if any) and interest, if any, on the applicable Securities denominated or
payable in such Foreign Currency occurring after the last date on which such Foreign
Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for
use on each such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in
each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below.




     (e) Unless otherwise specified pursuant to Section 301, if the Holder of a Registered
Security denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment would have been
made in the absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) above.




     (f) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange
Rate Agent and shall be obtained for each subsequent payment date by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.




     (g) The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange
Rate Agent and subject to the provisions of paragraph (h) below shall be the sum of each
amount obtained by converting the Specified Amount of each Component Currency into Dollars
at the Market Exchange Rate for such Component Currency on the Valuation Date with respect
to each payment.




     (h) For purposes of this Section 312 the following terms shall have the following
meanings:



          A “Component Currency” shall mean any Currency which, on the Conversion Date, was a component
currency of the relevant currency unit, including, but not limited to, the Euro.




39









 








          A “Specified Amount” of a Component Currency shall mean the number of units of such Component
Currency or fractions thereof which were represented in the relevant currency unit, including, but
not limited to, the Euro, on the Conversion Date. If after the Conversion Date the official unit of
any Component Currency is altered by way of combination or subdivision, the Specified Amount of
such Component Currency shall be divided or multiplied in the same proportion. If after the
Conversion Date two or more Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall be replaced by an amount in such
single Currency equal to the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single Currency, and such amount shall thereafter be a Specified
Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion
Date any Component Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by amounts of such two or more currencies, having an
aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal
to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the
Market Exchange Rate immediately before such division and such amounts shall thereafter be
Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited to, the Euro, a
Conversion Event (other than any event referred to above in this definition of “Specified Amount”)
occurs with respect to any Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market
Exchange Rate in effect on the Conversion Date of such Component Currency.



          “Election Date” shall mean the date for any series of Registered Securities as specified
pursuant to clause (13) of Section 301 by which the written election referred to in paragraph (b)
above may be made.



          All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of
the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and
changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in
the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee
of any such decision or determination.



          In the event that the Company determines in good faith that a Conversion Event has occurred
with respect to a Foreign Currency, the Company will immediately give written notice thereof to the
Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the
manner provided for in Section 106 to the affected Holders) specifying the Conversion Date. In the
event the Company so determines that a Conversion Event has occurred with respect to the Euro or
any other currency unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the
Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event the



40









 







Company determines in good faith that any subsequent change in any Component Currency as set
forth in the definition of Specified Amount above has occurred, the Company will similarly give
written notice to the Trustee and the Exchange Rate Agent. The Trustee shall be fully justified and
protected in relying and acting upon information received by it from the Company and the Exchange
Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or
validity of such information independent of the Company or the Exchange Rate Agent.



          SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent.




     (a) Unless otherwise specified pursuant to Section 301, if and so long as the
Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be
payable in a Currency other than Dollars, or so long as it is required under any other
provision of this Indenture, then the Company will maintain with respect to each such series
of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause
the Exchange Rate Agent to make the necessary foreign exchange determinations at the time
and in the manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting the issued
Currency into the applicable payment Currency for the payment of principal (and premium, if
any) and interest, if any, pursuant to Section 312.




     (b) No resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of
appointment by the successor Exchange Rate Agent as evidenced by a written instrument
delivered to the Company and the Trustee.




     (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents
with respect to the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of one or more
or all of such series and that, unless otherwise specified pursuant to Section 301, at any
time there shall only be one Exchange Rate Agent with respect to the Securities of any
particular series that are originally issued by the Company on the same date and that are
initially denominated and/or payable in the same Currency).



ARTICLE FOUR

SATISFACTION AND DISCHARGE




          SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon
Company Request cease to be of further effect with respect to any series of Securities specified in
such Company Request (except as to any surviving rights of registration of transfer or exchange of
Securities of such series expressly provided for herein or pursuant hereto, and any right to
receive Additional Amounts, as contemplated by Section 1010) and the Trustee, at the



41









 







expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when




     (1) either:




     (A) all Securities of such series theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as provided
in Section 305, (ii) Securities and coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender has been waived as
provided in Section 1106, and (iv) Securities and coupons of such series for whose
payment money has theretofore been deposited in trust with the Trustee or any Paying
Agent 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




     (B) all Securities of such series and, in the case of (i) or (ii) below, any
coupons appertaining thereto 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, or




     (iii) if redeemable at the option of the Company, 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 irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for such purpose
an amount in the Currency in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and such
coupons not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest, if any, to the date of such deposit (in the case
of Securities 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



42









 







to the satisfaction and discharge of this Indenture as to such series have been
complied with.



          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 606, the obligations of the Trustee to any Authenticating
Agent under Section 611 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003, the last sentence of Section 1010, and the penultimate
paragraph of Section 1405 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, the coupons
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 premium, if any) and interest, if any, for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from other funds except
to the extent required by law. Money so held in trust is subject to the Trustee’s rights under
Section 606.




ARTICLE FIVE

REMEDIES




          SECTION 501. Events of Default. “Event of Default,” wherever used herein with respect
to Securities of any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):





     (1) default in the payment of any interest on any Security of that series, or any
related coupon, when such interest or coupon 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 premium, if any, on) any Security of
that series at its Maturity; or




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




     (4) default in the performance, or breach, of any covenant or agreement of the Company
in this Indenture that affects or is applicable to the Securities of that series (other than
a default in the performance or breach of a covenant or agreement is elsewhere in this
Section specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of other series of Securities), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of all Outstanding Securities of that series a



43









 







written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or




     (5) default in the payment of principal when due or resulting in acceleration of other
Indebtedness of the Company or any Significant Subsidiary for borrowed money where the
aggregate principal amount with respect to which the default or acceleration has occurred
exceeds $50 million and such acceleration has not been rescinded or annulled or such
Indebtedness repaid within a period of 30 days after written notice to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount
of all Outstanding Securities; provided that if any such default is cured, waived, rescinded
or annulled, then the Event of Default by reason thereof would be deemed not to have
occurred; or




     (6) 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 Bankruptcy
Law or (B) a decree or order adjudging the Company bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60 consecutive days;
or




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




     (8) there occurs any other Event of Default provided pursuant to Section 301 or 901
with respect to Securities of that series.



          SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default described in clause (1), (2), (3), (4), (5) or (8) of Section 501 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 (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Outstanding Securities of that series and any
accrued and unpaid cash interest through the date of such declaration, to be due and payable



44









 












immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount shall become immediately due and payable. At
any time after such a declaration of acceleration with respect to Securities of any series (or of
all series, as the case may be) has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series (or of all series, as
the case may be) by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the
Currency in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)),




     (A) all overdue interest, if any, on all Outstanding Securities of that series
(or of all series, as the case may be) and any related coupons,




     (B) all unpaid principal of (and premium, if any) any Outstanding Securities of
that series (or of all series, as the case may be) which has become due otherwise
than by such declaration of acceleration, and interest on such unpaid principal at
the rate or rates prescribed therefor in such Securities,




     (C) to the extent that payment of such interest is enforceable under applicable
law, interest upon overdue interest to the date of such payment or deposit at the
rate or rates prescribed therefor in such Securities or, if no such rate or rates
are so prescribed, at the rate borne by the Securities during the period of such
default, 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 (or of all series,
as the case may be), other than the non-payment of the principal of (or premium, if any, on)
Securities of that series (or of all series, as the case may be) which have become due
solely by such declaration of acceleration, have been cured or waived as provided in Section
513. If an Event of Default described in clause (6) or (7) occurs and is continuing, then
the principal amounts (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such position of the principal amount as may be specified
in the terms of that series) of all the Securities then Outstanding, together with any
accrued interest through the occurrence of such Event of Default, shall become and be due
and payable immediately, without any declaration or other act by the Trustee or any other
Holder.



          SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that (1) in case default shall be made in the payment of any installment of
interest on any Security of any series and any related coupon, as and when the same shall



45









 







become due and payable, and such default shall have continued for a period of 90 days, or (2)
in case default shall be made in the payment of the principal (or premium, if any, on) any Security
of any series at its Maturity and such default shall have continued for a period of five business
days then, upon demand of the Trustee, the Company will pay to the Trustee (such demand and payment
in the case of Bearer Securities to occur only outside of the United States, for the benefit of the
Holders of Securities of such series and coupons, the whole amount that then shall have become due
and payable on such Securities and coupons of that series for principal and any premium or
interest, or both, as the case may be, with interest upon the overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue installments of
interest at the rate borne by or provided for in such Securities during the period of such default;
and, in addition thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or
bad faith.



          If an Event of Default with respect to Securities of any series (or of all series, as the case
may be) 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 (or of all series, as the
case may be) and any related coupons 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 the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other obligor upon the
Securities of a series or the property of the Company or of such other obligor or their creditors,
the Trustee, irrespective of whether the principal of the Securities of any series shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of any overdue principal,
premium, if any, or interest, shall be entitled and empowered, by intervention in such proceeding
or otherwise,





     (1) to file and prove a claim for the whole amount of principal (and premium, if any)
(or if the case of Original Issue Discount Securities or Indexed Securities, such portion of
the principal amount as may be specified in the terms of such series) and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial proceeding; and




     (2) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same (which distribution, in the case of Bearer Securities
or coupons appertaining thereto, shall occur only outside the United States);


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in





46












 




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 for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 606.




          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.




          SECTION 505. Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities or coupons may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities and coupons in respect of which such judgment has been recovered.




          SECTION 506. Application of Money Collected. Any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal or any premium and
interest, upon presentation of the Securities or coupons, or both, as the case may be (such
presentation, in the case of Bearer Securities or coupons, to occur only outside the United States)
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 606;




     Second: To the payment (such payment, in the case of Bearer Securities or coupons, to
occur only outside the United States) of the amounts then due and unpaid for principal of
and any premium and interest on the Securities and coupons 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 Securities and coupons for
principal and any premium and interest, respectively; and




     Third: To the payment of the remainder, if any, to the Company, or as a court of
competent jurisdiction may direct in writing.



          SECTION 507. Limitation on Suits. No Holder of any Security of any series or any
related coupons shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:





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



47









 






     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series in the case of any Event of Default described in clause (1), (2), (3), (4) or
(8) of Section 501, or, in the case of any Event of Default described in clause (5), (6) or
(7) of Section 501, the Holders of not less than 25% in principal amount of all Outstanding
Securities, 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 shall have offered to the Trustee reasonable indemnity
satisfactory to it 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
indemnity shall have failed to institute any such proceeding; and




     (5) no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 512 during such 60-day period by the Holders of a majority or
more in principal amount of the Outstanding Securities of that series, in the case of any
Event of Default described in clause (1), (2), (3), (4) or (8) of Section 501, or, in the
case of any Event of Default described in clause (5), (6) or (7) of Section 501 by the
Holders of a majority or more in principal amount of all Outstanding Securities;


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 of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders of Securities of the same series, in the case of any
Event of Default described in clause (1), (2), (3), (4) or (8) of Section 501, or of Holders of all
Securities in the case of any Event of Default described in clause (5), (6) or (7) of Section 501,
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 and common benefit of all of such Holders of Securities of that same series in the case of
any Event of Default described in clause (1), (2), (3), (4) or (8) of Section 501, or of Holders of
all Securities in the case of any Event of Default described in clause (5), (6) or (7) of Section
501.




          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 as provided herein
and in such Security of the principal and any premium and interest on such Security or payment of
any related coupon on the respective Stated Maturity or Maturities expressed in such Security or
coupon (or, in the case of redemption or repayment at the option of the Holder, on the Redemption
Date or Repayment Date, as the case may be) 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




48









 







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




          SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders of Securities or coupons, as the case may be.




          SECTION 512. Control by Holders. With respect to the Securities of any series, the
Holders of not less than a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee
relating to or arising under clause (1), (2), (3), (4) or (8) of Section 501 and, with respect to
all Securities; provided, however, the Holders of not less than a majority in principal amount of
all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3), (4) or (8) of Section 501:





     (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,




     (3) such direction is not unduly prejudicial to the rights of Holders of Securities of
such series not taking part in such direction, and




     (4) such direction would not involve the Trustee in personal liability, as the Trustee,
upon being advised by counsel, shall reasonably determine.



          SECTION 513. Waiver of Past Defaults. Subject to Section 502, the Holders of not less
than a majority in principal amount of Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past default waive any
past default described in clause (1), (2), (3), (4) or (8) of Section 501 (or, in the case of a
default



49









 






described in clause (5), (6) or (7) of Section 501, the Holders of not less than a majority
in principal amount of all Outstanding Securities may waive any such past default), hereunder with
respect to such series and its consequences, except a default:





     (1) in respect of the payment of the principal of or any premium and interest on any
Security or any related coupon, 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, any 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, and the Company,
the Trustee and Holders shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.




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




          SECTION 515. Waiver of Stay or Extension Laws. The Company covenants (to the extent
that each may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.




ARTICLE SIX

THE TRUSTEE




          SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any
Default hereunder with respect to the Securities of any series, the Trustee shall transmit in
the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder



50









 






known
to a Responsible Officer of the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the principal of (or
premium, if any) or interest, if any, on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good faith determine

that the withholding of such notice is in the interest of the Holders of Securities of such series
and any related coupons; and provided further that in the case of any default or breach of the
character specified in Section 501(4) with respect to Securities and coupons of such series, no
such notice to Holders shall be given until at least 30 days after the occurrence thereof.




          SECTION 602. Certain Duties, Responsibilities and Rights of Trustee. Subject to the
provisions of TIA Sections 315(a) through 315(d):





     (1) except during the continuance of an Event of Default,




          (a) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




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




     (2) if any Event of Default has occurred and is continuing with respect to the
Securities of any series, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;




     (3) the Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:




     (a) this subparagraph (3) does not limit the effect of subparagraph (1) of this
paragraph or the penultimate paragraph of this Section 602;




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




     (c) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of the
affected series relating to the time, method and place of conducting any



51









 







proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture;




     (4) the Trustee may conclusively rely and shall be fully 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;




     (5) 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
of the Company may be sufficiently evidenced by a Board Resolution;




     (6) 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, conclusively rely upon an Officers’ Certificate;




     (7) 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;




     (8) 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 of
Securities of any series or any related coupons pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;




     (9) 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;




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




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



52









 






     (12) in the event that the Trustee is also acting as Paying Agent, Security Registrar or
in any other capacity hereunder, the rights, privileges, protections, immunities and benefits
afforded to the Trustee pursuant to this Article Six, including, without limitation, its
right to be indemnified, shall also be afforded to the Trustee in its capacity as such Paying
Agent, Security Registrar or in such other capacity; and




     (13) the Trustee shall not be deemed to know or be charged with knowledge of any Default
or Event of Default with respect to the Securities of any series for which it is acting as
Trustee unless a Responsible Officer of the Trustee shall have received written notice
thereof at the Corporate Trust Office of the Trustee from the Company or a Holder of such
Securities and such notice references this Indenture and such Securities.



          The Trustee shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it.




          Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section 602.




          SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except for the Trustee’s certificates of
authentication, and in any coupons 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
or coupons, except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. 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 604. May Hold Securities. The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities and coupons and,
subject to TIA Sections 310(b) and 311, 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 605. 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 for the investment thereof.




          SECTION 606. Compensation and Reimbursement. The Company agrees:





     (1) to pay to the Trustee from time to time reasonable compensation for all



53









 







services
rendered by it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);




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




     (3) to indemnify the Trustee and any predecessor trustee and its and their officers,
directors, employees, and agents for, and to hold it or them harmless against, any loss,
liability or expense incurred without gross negligence or willful misconduct on its or their
part, arising out of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses (including reasonable fees and expenses
of counsel) of defending itself or themselves against any claim or liability in connection
with the exercise or performance of any of its or their powers or duties hereunder.



          The obligations of the Company under this Section to compensate the Trustee, to pay or
reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless
the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture, the resignation or removal of the Trustee and the termination of
this Indenture for any reason. As security for the performance of such obligations of the Company,
the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or interest, if any, on particular Securities or any coupons.




          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its
counsel) of and the compensation for such services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or other similar law.




          The provisions of this Section shall survive the satisfaction and discharge of this Indenture,
the termination of this Indenture for any reason and the earlier resignation or removal of the
Trustee.




          SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests;
Disqualification. There shall be at all times a Trustee hereunder which shall be eligible to
act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at
least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of federal, state, territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner



54









 






and with the effect hereinafter specified in this Article. If the Trustee shall have or acquire any
conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section
310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its
capacity as trustee in respect of the Securities of any series, shall not be deemed to have a
conflicting interest arising from its capacity as trustee in respect of the Securities of any other
series. Nothing contained herein shall prevent the Trustee from filing the application provided for
in the second to last sentence of Section 310(b) of the Trust Indenture Act.




          SECTION 608. Resignation and Removal; Appointment of Successor.




          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 609 and any and all
amounts then due and owing to the Trustee hereunder have been paid in full.




          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 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.




          (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of not less than a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.




          (d) If at any time:





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




     (2) the Trustee shall cease to be eligible under Section 607 and shall fail to
resign after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or




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


then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect
to all Securities, or (ii) subject to TIA Section 315(e), 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.




55









 








          (e) 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). 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, 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 hereinafter
provided, any Holder who has 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.




          (f) 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 the Holders of Securities of such series in the manner provided for
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 609. 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, subject nevertheless to its claim and lien provided for in Section 606.




          (a) 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




56









 







rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall continue to be vested
in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as being 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 Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates, subject nevertheless to its claim and lien provided for in Section 606.
Whenever there is a successor Trustee with respect to one or more (but less than all) series of
securities issued pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the
meanings specified in the provisos to the respective definitions of those terms in Section 101
which contemplate such situation.




          (b) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.




          (c) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.




          SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities or
coupons 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 or coupons so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities or coupons. In case any of the
Securities shall not have been authenticated by such predecessor Trustee, any successor Trustee may
authenticate and deliver such Securities or coupons either in the name of any predecessor hereunder
or in the name of the successor Trustee. In all such cases such certificates shall have the full
force and effect which this Indenture provides for the certificate of authentication of the
Trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the name of any




57









 







predecessor Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.




          SECTION 611. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, 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 and the Trustee shall give written notice of such
appointment to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 106. 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. Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be
promptly furnished to the Company. 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 corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section.




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




          An Authenticating Agent may resign 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, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner
provided for in Section 106. Any successor Authenticating Agent upon acceptance of its




58









 







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.




          The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 606.




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




Dated:                                         




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




	 	 	 	 	 
	 	                                                            , as Trustee

 	 
	 	By  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Officer 	 



ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




          SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities
or coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of
the Company or the Trustee or any agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders in accordance with
TIA Section 312, regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).




          SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year commencing
with the first May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of May 15 if required by TIA Section 313(a).
The




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Company will promptly notify the Trustee when any series of Securities are listed on any stock
exchange and of any delisting thereof.




          A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange if any, upon which the Securities are listed, with the Company.




          SECTION 703. Reports by Company. The Company shall:






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




     (2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and




     (3) transmit to all Holders, in the manner and to the extent provided in TIA Section
313(c), within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.



          Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).




ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




          SECTION 801. Company May Consolidate, etc., Only on Certain Terms. The Company may 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:




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     (1) The successor or transferee Person, if other than the Company, formed by such
consolidation or into which the Company is merged is a corporation organized and existing
under the laws of the United States, any state thereof or the District of Columbia and
expressly assumes by an indenture supplemental hereto, executed and delivered to the
Trustee, in a form satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on each series of Outstanding Securities and
the performance of every covenant of this Indenture on the part of the Company to be
performed or observed by the Company;




     (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 occurred and be continuing; and




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



          SECTION 802. Successor Person Substituted. Upon any consolidation by the Company with
or merger by the Company with or into any other corporation or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety to any Person 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, and be subject to every obligation of, the Company
under this Indenture with the same effect as if such successor Person had been named as the
Company, and in the event of any such conveyance or transfer, the Company (which terms shall for
this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any
successor Person which shall theretofore become such in the manner described in Section 801),
except in the case of a lease, shall be discharged of all obligations and covenants under this
Indenture and the Securities and any coupons appertaining thereto, and may be dissolved and
liquidated.




ARTICLE NINE

SUPPLEMENTAL INDENTURES




          SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent
of any Holders and the Company, when authorized by or pursuant to 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 Person to the Company and the assumption by
any such successor of the covenants of the Company contained herein and
in the Securities in accordance with Article Eight; or



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     (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities and any related coupons (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are 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 any related coupons (and if such Events of Default are to be
for the benefit of less than all series of Securities, stating that such Events of Default
are being included solely for the benefit of such series); or




     (4) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on
the payment of principal of or any premium or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other authorized denominations
or to permit or facilitate the issuance of Securities in uncertificated form; provided that
any such action shall not adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or




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




     (6) to secure the Securities pursuant to the requirements of Section 1008 or otherwise;
or




     (7) to establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 201 and 301, including the provisions and procedures relating to
Securities convertible into or exchangeable for any securities of any Person (including the
Company); or




     (8) 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 609(b); or




     (9) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture; provided such action shall not
adversely affect the interests of the Holders of Securities of any
series and any related coupons in any material respect; or



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     (10) 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 and any related coupons or
any other series of Securities in any material respect.



          SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the
Holders of not less than a majority in principal amount of all Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by or pursuant to 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 which affect
such series of Securities 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,





     (1) change the Stated Maturity of the principal of (or premium, if any) or any
installment of principal of or interest on any Security of such series; or the terms of any
sinking fund with respect to any Security; or reduce the principal amount thereof (or
premium, if any) or the rate of interest, if any, thereon, or any premium payable upon the
redemption thereof, or repayment thereof, or repayment thereof at the option of the Holder,
or change any obligation of the Company to pay Additional Amounts contemplated by Section
1010 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
the amount of the principal of an Original Issue Discount Security of such series that would
be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502, or upon the redemption thereof, or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at the option of any
Holder of any Security of such series, or change any Place of Payment where, or the Currency
in which, any Security of such series 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 or repayment at the option of the
Holder, on or after the Redemption Date or Repayment Date, as the case may be), or modify
the provisions of this Indenture with respect to the mandatory redemption of Securities or
repayment of the securities at the option of the Holder in a manner adverse to any Holder of
any Securities or any coupons appertaining thereto, adversely affect any right to convert or
exchange any Security as may be provided pursuant to Section 301 herein, 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, for
any waiver of compliance with certain provisions of this Indenture which affect such series
or certain defaults applicable to such series hereunder and their consequences provided for
in this Indenture, or reduce the requirements of Section 1504 for quorum or
voting with respect to Securities of such series, or



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     (3) modify any of the provisions of this Section or Section 513, except to increase any
such percentage or to provide that certain other provisions of this Indenture which affect
such series cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.



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




          SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, 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, 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 and of any coupon
appertaining thereto shall be bound thereby.




          SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as
then in effect.




          SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company 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 (which delivery, in the case of Bearer Securities, shall occur only
outside the United States) by the Trustee in exchange for Outstanding Securities of such series.




          SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902,
the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 106, setting forth in general terms the substance of such
supplemental indenture.




          SECTION 908. Effect on Senior Indebtedness. No supplemental indenture shall
adversely affect the rights of any holder of Senior Indebtedness without the consent of such
holder.




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ARTICLE TEN

COVENANTS




          SECTION 1001. Payment of Principal, Premium, if Any, and Interest. The Company
covenants and agrees for the benefit of the Holders of each series of Securities and any related
coupons 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, any coupons appertaining
thereto and this Indenture. Unless specified as contemplated by Section 301 with respect to any
series of Securities, any interest installments due on Bearer Securities on or before Maturity
shall be payable only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.




          SECTION 1002. Maintenance of Office or Agency. If the Securities of a series are
issuable only as Registered Securities, the Company will maintain in each Place of Payment for any
series of Securities an office or agency where the Securities may be presented or surrendered for
payment, where the Securities may be surrendered for registration of transfer or exchange, where
Securities of that series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. 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 except that Bearer Securities of any series
and related coupons may be presented and surrendered for payment only outside the United States, at
the offices specified in the Security, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. Unless otherwise specified with
respect to any Securities as contemplated by Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each series of Securities the office or
agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the
Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all
such presentations, surrenders, notices and demands.




          Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal, premium or interest on Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United States or by transfer
to an account maintained with a bank located in the United States; provided, however, that, if the
Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and
interest, if any, on any Bearer Security shall be made at the office of the Company’s Paying Agent
in The City of New York, if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the United States
maintained for such purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.




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          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 any such designation; 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 accordance with the requirements set forth above 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. Unless otherwise
specified with respect to any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series of Securities the
office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to
receive all such respective presentations, surrenders, notices and demands.




          Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii)
may be payable in a Currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.




          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 and any related
coupons, it will, on or before each due date of the principal of or any premium and interest on any
of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal and
any premium and interest on Securities of such series 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 and any
related coupons, it will, prior to each due date of the principal of or any premium and interest on
any Securities, deposit with a Paying Agent a sum (in the Currency described in the preceding
paragraph) sufficient to pay such amount so becoming due, 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, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, and upon 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.





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          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 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 sums.




          Except as provided in the Securities of any series, and subject to any applicable abandoned
Property laws, 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, or any coupon appertaining thereto, and remaining unclaimed for two years after such
principal, premium and interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security or coupon shall thereafter, as an unsecured general creditor, look only to the
Company, 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 an Authorized Newspaper in each Place of
Payment, 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.




          (a) 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 officer, principal financial officer or principal accounting
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 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.




          (b) The Company shall, so long as any of Securities of any series are Outstanding, deliver to
the Trustee, forthwith, but in no event later than 30 Business Days, upon any Officer becoming
aware of any event which after notice or lapse of time would become a Default or Event of Default
under clauses (4) or (5) of Section 501, a notice specifying such Default or Event of Default and
what action the Company is taking or proposes to take with respect thereto.




          SECTION 1005. Existence. Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if its Board of Directors shall determine
that the



67









 






preservation thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the Holders.




          SECTION 1006. Limitation on Liens. Unless otherwise indicated with respect to the
Securities, the Company agrees that it will not, and will not permit any Restricted Subsidiary to,
create, incur, issue, assume or guarantee any indebtedness for money borrowed (“Debt”), secured by
a Mortgage upon any Operating Property, or upon shares of capital stock or Debt issued by any
Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, whether owned at the
date of this Indenture or hereafter acquired, without effectively providing concurrently that the
Outstanding Securities under this Indenture are secured equally and ratably with or, at the option
of the Company, prior to such Debt so long as such Debt shall be so secured. Unless, at the time of
such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to
the retirement of any Debt which is concurrently being retired, the aggregate amount of all such
Debt secured by Mortgages which would otherwise be subject to such restrictions (other than any
Debt secured by Mortgages permitted in clauses (1) through (8) of this Section 1006) plus all
Attributable Debt of the Company and the Restricted Subsidiaries in respect of Sale and Leaseback
Transactions with respect to Operating Properties (with the exception of such Sale and Leaseback
Transactions permitted under clauses (1) through (4) of Section 1007) does not exceed 15% of
Consolidated Net Tangible Assets; provided, however, that this Section shall not apply to, and
there shall be excluded from Debt in any computation under this Section, Debt secured by:





     (1) Mortgages on property existing at the time of the acquisition thereof;




     (2) Mortgages on property of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of such corporation (or a division
thereof) as an entirety or substantially as an entirety to the Company or a Restricted
Subsidiary, provided that any such Mortgage does not extend to any property owned by the
Company or any Restricted Subsidiary immediately prior to such merger, consolidation, sale,
lease or disposition;




     (3) Mortgages on property of a corporation existing at the time such corporation
becomes a Restricted Subsidiary;




     (4) Liens created in connection with tax assessments or legal proceedings and
mechanics’ liens and materialman’s liens and other similar liens created in the ordinary
course of business;




     (5) Mortgages to secure all or part of the cost of acquisition, construction,
development, repair, alteration or improvement of the underlying property, or to secure Debt
incurred to provide funds for any such purpose, provided that the commitment of the creditor
to extend the credit secured by any such Mortgage shall have been obtained no later than 360
days after the later of (a) the completion of the acquisition, construction, development,
repair, alteration or improvement of such property or (b) the placing in
operation of such property;



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     (6) Mortgages in favor of the United States of America or any state thereof, or any
department, agency or instrumentality or political subdivision thereof, to secure partial,
progress, advance or other payments;




     (7) Mortgages existing on the date of this Indenture or any extension, renewal,
replacement or refunding of any Debt secured by a Mortgage existing on the date of this
Indenture or referred to in clauses (1) to (5) of this Section 1006, provided that any such
extension, renewal, replacement or refunding of such Debt shall be created within 360 days
of repaying the Debt secured by the Mortgage referred to in clauses (1) to (5) and any such
extension, renewal, replacement or refunding of such Debt shall be created within 360 days
of repaying the Debt secured by the Mortgage referred to in clauses (1) to (5) and the
principal amount of Debt secured thereby and not otherwise authorized by clauses (1) to (5)
shall not exceed the principal amount of Debt, plus any premium or fee payable in connection
with any such extension, renewal, replacement or refunding, so secured at the time of such
extension, renewal, replacement or refunding; and




     (8) Mortgages in favor of the Company or a Restricted Subsidiary.



          For the purposes of this Section 1006, the creation of a Mortgage on property of the Company
or of any Restricted Subsidiary to secure Debt that existed prior to the creation of such Mortgage
shall be deemed to involve the creation of Debt secured by a Mortgage in an amount equal to the
principal amount secured by such Mortgage.




          Notwithstanding any provision of this Indenture, stock of any foreign entity directly or
indirectly held by the Company or any Restricted Subsidiary shall not serve as security for any of
the Securities issued under this Indenture.




          SECTION 1007. Limitation on Sale and Leaseback Transactions. Unless otherwise
indicated with respect to any series of Securities, the Company agrees as to the Securities that it
will not, and it will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction with respect to any Operating Property unless:





     (1) the Sale and Leaseback Transaction is solely with the Company or another Restricted
Subsidiary;




     (2) the lease is for a period not in excess of three years, including renewals;




     (3) the Company or such Restricted Subsidiary would (at the time of entering into such
arrangement) be entitled as described in clauses (1) through (8) of Section 1006, without
equally and ratably securing the Securities then outstanding under this Indenture, to
create, incur, issue, assume or guarantee Debt secured by a Mortgage on such Operating
Property in the amount of the Attributable Debt arising from such Sale and Leaseback
Transaction;




     (4) the Company or such Restricted Subsidiary within 360 days after the sale
of such Operating Property in connection with such Sale and Leaseback Transaction is



69









 






completed, applies an amount equal to the greater of (A) the net proceeds of the sale of
such Operating Property or (B) the fair market value of such Operating Property to (i) the
retirement of Securities, other Funded Debt of the Company ranking on a parity with the
Securities or Funded Debt of a Restricted Subsidiary or (ii) the purchase of Operating
Property; or




     (5) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of
such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered
into after the date of this Indenture (other than any such Sale and Leaseback Transactions
as would be permitted as described in clauses (1) through (4) of this Section 1007), plus
the aggregate principal amount of Debt secured by Mortgages on Operating Properties then
Outstanding (not including any such Debt secured by Mortgages described in clauses (1)
through (8) of Section 1006) which do not equally and ratably secure such Outstanding
Security (or secure such Outstanding Security on a basis that is prior to other Debt secured
thereby), would not exceed 15% of Consolidated Net Tangible Assets.



          SECTION 1008. Further Instruments and Acts. Upon request of the Trustee or as
otherwise necessary, the Company will execute and deliver such further instruments and do such
further acts or as otherwise necessary may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.




          SECTION 1009. Calculation of Original Issue Discount. Upon request of the Trustee, the
Company shall file with the Trustee promptly at the end of each calendar year a written notice
specifying the amount of original issue discount (including daily rates and accrual periods), if
any, accrued on Outstanding Securities as of the end of such year.




          SECTION 1010. Additional Amounts. If any Securities of a series provide for the
payment of additional amounts to any Holder who is not a United States person in respect of any
tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder
of any Security of such series or any coupon appertaining thereto such Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal (or premium, if any) or interest, if any, on, or in respect
of, any Security of a series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of a series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.




          Except as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not
bear interest prior to Maturity, the first day on which a payment of principal (and premium,
if




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any) is made), and at least 10 days prior to each date of payment of principal (or premium, if
any) or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal,
premium or interest on the Securities of that series shall be made to Holders of Securities of that
series or any related coupons who are not United States persons without withholding for or on
account of any tax, assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such Holders of Securities
of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. In the event that the Trustee or any
Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled to (i) assume that no such withholding or deduction
is required with respect to any payment of principal of (or premium, if any) or interest, if any,
on any Securities of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal (and premium, if any) and
interest, if any, on the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the Trustee, any Paying
Agent, and their respective officers, directors, employees, and agents for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this Section. This sentence shall
survive the termination of this Indenture and the earlier resignation or removal of the Trustee.




          SECTION 1011. Waiver of Certain Covenants. The Company may, with respect to any series
of Securities, omit in any particular instance to comply with any term, provision or condition
which affects such series set forth in Sections 1005, 1006 and 1011, inclusive, or, as specified
pursuant to Section 301(15) for Securities of such series, in any covenants of the Company added to
Article Ten pursuant to Section 301(14) or Section 301(15) in connection with Securities of such
series, if the Holders of at least a majority in principal amount of all Outstanding Securities
affected by such term, provision or condition, by Act of such Holders, waive such compliance in
such instance 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 to Holders of
Securities of such series 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 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.





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          SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to
redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 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 and of the principal amount of Securities of
such series to be redeemed and shall deliver to the Trustee such documentation and records as shall
enable the Trustee to select the Securities to be redeemed pursuant to Section 1103. 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 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, 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 and which may provide for the selection for redemption of portions of the
principal of Securities of such series; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Security not redeemed to less than the minimum
authorized denomination for Securities of such series established pursuant to Section 301.




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




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




          SECTION 1104. Notice of Redemption. Except as otherwise specified as contemplated by
Section 301 for Securities of any series, notice of redemption shall be given in the manner
provided for in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed.




          Except as otherwise specified as contemplated by Section 301 for Securities of any series, all
notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price (if known) or the formula pursuant to which the Redemption
Price is to be determined if the Redemption Price cannot be determined at the time the
notice is given,




     (3) if less than all the Outstanding Securities of any series are to be redeemed,



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the identification (and, in the case of partial redemption, the principal amounts) of
the particular Securities to be redeemed,




     (4) in case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender of such
Security, the holder will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,




     (5) that on the Redemption Date, the Redemption Price and accrued interest, if any, to
the Redemption Date payable as provided in Section 1106 will become due and payable upon
each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon will cease to accrue on and after said date,




     (6) the Place or Places of Payment (which in the case of Bearer Securities shall be
outside the United States) where such Securities, together in the case of Bearer Securities
with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and accrued interest, if any,




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




     (8) that, unless otherwise specified in such notice, Bearer Securities of any series,
if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to
the Redemption Date or the amount of any such missing coupon or coupons will be deducted
from the Redemption Price unless security or indemnity satisfactory to the Company, the
Trustee and any Paying Agent is furnished,




     (9) if Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on such Redemption Date pursuant to Section
305 or otherwise, the last date, as determined by the Company, on which such exchanges may
be made,




     (10) the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities;
provided, however, that such notice may state that no representation is made as to the
correctness of CUSIP, ISIN or other similar numbers, in which case none of the Company, the
Trustee or any agent of the Company or the Trustee shall have any liability in respect of
the use of any CUSIP, ISIN or other similar number or numbers on such notices, and the
redemption of such Securities shall not be affected by any defect in or omission of such
numbers, and




     (11) such other matters as the Company shall deem desirable or appropriate.



          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.




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          SECTION 1105. Deposit of Redemption Price. On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof 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 in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together
with accrued interest, if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further that installments of
interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.




          If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of those coupons.




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          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) set forth in such Security.




          SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only
in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefore (with, if the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder’s 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. Retirements of Securities of any series
pursuant to any sinking fund 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.



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



          SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. Subject to
Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect
to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee
Outstanding Securities of a series (other than any previously called for redemption) theretofore
purchased or otherwise acquired by the Company, together, in the case of any Bearer Securities of
such series, with all unmatured coupons appertaining thereto, and/or (2) receive credit for the
principal amount of Securities of such series which have been previously delivered to the Trustee
by the Company or for Securities of such 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 mandatory sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided, however, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of



75









 







the sinking fund and the amount of such mandatory 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
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof,
if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and
whether the Company intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. In the case of the failure of the Company to
deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment
date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of such Securities subject to a mandatory sinking fund payment without the option to deliver
or credit Securities as provided in Section 1202 and without the right to make any optional sinking
fund payment, if any, with respect to such series.



          Not more than 60 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.



          Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) in cash a sum equal to the principal (and premium, if any) and any interest that will
accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 1203.



          Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if
at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking
fund payment date, together with any unused balance of any preceding sinking fund payment or
payments for such series, does not exceed in the aggregate $100,000, the Trustee, unless requested
by the Company, shall not give the next succeeding notice of the redemption of Securities of such
series through the operation of the sinking fund. Any such unused balance of moneys deposited in
such sinking fund shall be added to the sinking fund payment for such series to be made in cash on
the next succeeding sinking fund payment date or, at the request of the Company, shall be applied
at any time or from time to time to the purchase of Securities of such series, by public or private
purchase, in the open market or otherwise, at a purchase price for such Securities (excluding
accrued interest and brokerage commissions, for



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which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess of the
principal amount thereof.



ARTICLE THIRTEEN

REPAYMENT AT OPTION OF 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.



          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 the Repayment Price thereof, together with interest, 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 in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to
pay the Repayment Price of, and (except if the Repayment Date shall be an Interest Payment Date)
accrued interest, if any, 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 therefore 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 Repayment Price of such Security is to be repaid in accordance with the terms of such
Security, the portion of the Repayment Price of such Security to be repaid, in increments of the
minimum denomination for Securities of such series, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of such Security surrendered that
is not to be repaid, must be specified. 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 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, 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



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shall have been surrendered as provided in this Article 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 and the coupons for such interest appertaining to any Bearer Securities so
to be repaid, except to the extent provided below, shall be void. Upon surrender of any such
Security for repayment in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the Repayment Price of such Security so to
be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date
shall be payable only at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon
presentation and surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment
Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.



          If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefore as provided in Section 1302 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.



          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 Registered 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 Registered Security or Securities of the same series, and of like tenor, 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.



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ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE




          SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance. Except as
otherwise specified as contemplated by Section 301 for Securities of any series, the provisions of
this Article Fourteen shall apply to each series of Securities, and the Company may, at its option,
effect defeasance of the Securities of or within a series under Section 1402, or covenant
defeasance of or within a series under Section 1403 in accordance with the terms of such Securities
and in accordance with this Article.




          SECTION 1402. Defeasance and Discharge. Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to such Outstanding
Securities and any related coupons on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding
Securities and any related coupons, which shall thereafter be deemed to be “Outstanding” only for
the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B)
below, and to have satisfied all its other obligations under such Securities and any related
coupons and this Indenture insofar as such Securities and any related coupons are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated or discharged
hereunder:





     (A) the rights of Holders of such Outstanding Securities and any related coupons to
receive, solely from the trust fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any related coupons when such payments are due,




     (B) the Company’s obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1010 and such obligations as shall be ancillary
thereto,




     (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, Section 606 and the penultimate paragraph of Section 1405 and




     (D) this Article Fourteen. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section 1402 notwithstanding the prior exercise
of its option under Section 1403 with respect to such Securities and any related coupons.



          SECTION 1403. Covenant Defeasance. Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series, the



79









 







Company shall be released from its obligations under Sections 801 and 802 and Sections 1005,
1006 and 1011, and, if specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any related coupons on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any related coupons shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any related coupons, 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
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of Default
under Section 501(4) or Section 501(9) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any related coupons shall be
unaffected thereby.



          SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be
the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities
of or within a series and any related coupons:




     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who shall agree 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 benefit of the Holders of such Securities and any related
coupons, (A) an amount (in such Currency in which such Securities and any related coupons
are then specified as payable at Stated Maturity), or (B) Government Obligations applicable
to such Securities (determined on the basis of the Currency in which such Securities are
then specified as payable at Stated Maturity) 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 of principal of and premium, if any,
and interest, if any, under such Securities and any related coupons, money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and
interest, if any, on such Outstanding Securities and any related coupons on the Stated
Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or
installment of interest, if any, and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any related coupons on the day on
which such payments are due and payable in accordance with the terms of this Indenture and
of such Securities and any related coupons provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such Government Obligations to
said payments with respect to such Securities and any related coupons. Before such a
deposit, the Company may give to



80









 







the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem
all or any portion of such Outstanding Securities at a future date in accordance with the
terms of the Securities of such series and Article Eleven hereof, which notice shall be
irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying
the foregoing.




     (2) No Default or Event of Default with respect to such Securities or any related
coupons shall have occurred and be continuing on the date of such deposit or, insofar as
paragraphs (6) and (7) of Section 501 are concerned, at any time during the period ending on
the 91st day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).




     (3) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, any material agreement or instrument (other than this
Indenture) to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound.




     (4) In the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (y) since the date of
execution of this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Outstanding Securities and any related coupons will not recognize
income, gain or loss for federal income tax purposes as a result of the deposit and such
defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if the deposit and such defeasance had not
occurred.




     (5) In the case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding
Securities and any related coupons will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been
the case if the deposit and such covenant defeasance had not occurred.




     (6) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations in connection therewith pursuant to Section 301.




     (7) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with.



          SECTION 1405. Deposited Money and Government Obligations to Be Held 



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Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 1003, all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to
Section 1404 in respect of such Outstanding Securities and any related coupons shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and any
related coupons 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 Holders
of such Securities and any related coupons of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, but such money need not be segregated from
other funds except to the extent required by law.




          Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(1) has been made,



          (a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section 1404(1) has been
made in respect of such Security, or



          (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of
any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the
indebtedness represented by such Security and any related coupons shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of (and premium, if
any) and interest, if any, on such Security as they become due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the third Business Day prior to each payment date,
except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at
the time of the Conversion Event.



          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or 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 such Outstanding Securities and any related
coupons. The foregoing sentence shall survive the termination of this Indenture and the earlier
resignation or removal of the Trustee.



          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 Government Obligations
(or other property and any proceeds therefrom) held by it as provided in Section 1404 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 an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.



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          SECTION 1406. Reinstatement. If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 1405 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 Company’s obligations under this Indenture and such Securities and any
related coupons shall be revived and reinstated as though no deposit had occurred pursuant to
Section 1402 or 1403, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 1405; provided, however, that if the
Company makes any payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related coupon following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities and any related coupons to receive such
payment from the money held by the Trustee or Paying Agent.



ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES




          SECTION 1501. Purposes for Which Meetings May Be Called. If Securities of a series are
issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at
any time and from time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities of such series.



          SECTION 1502. Call, Notice and Place of Meetings.



          (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in The City of New
York or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities
of any series, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.



          (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in The City
of New York or in London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in paragraph (a) of this Section.



          SECTION 1503. Persons Entitled to Vote at Meetings. To be entitled to vote at any
meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more



83









 







Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such
Holder of Holders. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Person entitled to vote at such meeting and
their counsel, any representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.



          SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders
of Securities of such series; provided, however, that, if any action is to be taken at such meeting
with respect to a consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case, the meeting may
be adjourned for a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.



          Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
not less than such specified percentage in principal amount of the Outstanding Securities of such
series.



          Any resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all the Holders of Securities of such
series and the related coupons, whether or not present or represented at the meeting.



          Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request, demand,



84









 







authorization, direction, notice, consent, waiver or other action that this Indenture
expressly provides may be made, given or taken by the Holders of a specified percentage in
principal amount of all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series:



          (a) there shall be no minimum quorum requirement for such meeting; and



          (b) the principal amount of the Outstanding Securities of such series that vote in favor of
such request, demand, authorization, direction, notice, consent, waiver or other action shall be
taken into account in determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this Indenture.



          SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.



          (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required
by any such regulations, the holding of Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or other proof.



          (b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1502(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.



          (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Outstanding Securities of such series held or represented
by him (determined as specified in the definition of “Outstanding” in Section 101); provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged
as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.



85









 





          (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.



          SECTION 1506. Counting Votes and Recording Action of Meetings. The vote upon any
resolution submitted to any meeting of Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the Holders of Securities of such series or
of their representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be prepared by the
Secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall
be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed
and verified shall be conclusive evidence of the matters therein stated.



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



86









 





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



	 	 	 	 	 
	THE LUBRIZOL CORPORATION

 	 	 
	By: 	 	 	 
	 	Name: 	 	 	 
	 	Title:  	 	 	 
	 
	 	 	 
	By: 	 	 	 
	 	Name: 	 	 	 
	 	Title:  	 	 	 
	 
	 
	


as Trustee

 	 	 
	By: 	 	 	 
	 	Name: 	 	 	 
	 	Title:  	 	 	 
	 




87











 





EXHIBIT A




FORMS OF CERTIFICATION




A-1









 





EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE

CERTIFICATE




[Insert title or sufficient description

of Securities to be delivered]




     This is to certify that as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless
of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise The Lubrizol Corporation or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S.
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition,
if the owner is a United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its possessions.



     As used herein, “United States” means the United States of America (including the states and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.



     This certificate excepts and does not relate to [U.S.$]                     of such interest in the
above-captioned Securities in respect of which we are not able to certify and as to which we
understand an exchange for an interest in a permanent global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made
until



A-1-1









 







we do so certify.



     We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



Dated:

[To be dated no earlier than the 15th day

prior to (i) the Exchange Date or (ii) the

relevant Interest Payment Date occurring

prior to the Exchange Date, as applicable]




[Name of Person Making Certification]




      
                  
                  
              
                  
      

(Authorized Signatory)

Name:

Title:




A-1-2









 





EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE




[Insert title or sufficient description

of Securities to be delivered]




     This is to certify that based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]                    
principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United States federal income
taxation regardless of its source (“United States person(s)”), (ii) is owned by United States
person(s) that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise The Lubrizol Corporation or its
agent that such financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) is owned by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.



     As used herein, “United States” means the United States of America (including the states and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations



A-2-1









 







with respect to any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of the date hereof.



     We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



Dated:

[To be dated no earlier than the Exchange

Date or the relevant Interest Payment

Date occurring prior to the Exchange Date,

as applicable]




[EUROCLEAR BANK S.A./N.V.]

[CLEARSTREAM]




       
                   
                   
                   
                

By





A-2-2