exv4w1






Exhibit 4.1




PROASSURANCE CORPORATION




SENIOR DEBT SECURITIES




 






INDENTURE




Dated as of                     




WILMINGTON TRUST COMPANY,




as Trustee














 





CROSS REFERENCE TABLE



Reconciliation and tie between Trust Indenture Act of 1939 and Indenture




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	ss. 310 (a)(1)

	 	 6.7(a)
	(a)(2)

	 	 6.7(a)
	(b)

	 	 6.8(b)
	ss. 312 (c)

	 	 7.1
	ss. 314 (a)

	 	 7.3
	(a)(4)

	 	 10.5
	(c)(1)

	 	 1.2
	(c)(2)

	 	 1.2(a)
	(e)

	 	 1.2(b)
	ss. 315 (b)

	 	 6.1
	ss. 316 (a) (last sentence)

	 	 1.1
	(a)(1)(A)

	 	 5.12
	(a)(1)(B)

	 	 5.13
	(b)

	 	 5.8
	ss. 317(a)(1)

	 	 5.3
	(a)(2)

	 	 5.4
	ss. 318(a)

	 	 1.11
	(c)

	 	 9.4, 9.5, 1.11








 




			
	NOTE:	 	This cross-reference table shall not, for any purpose, be deemed to be
a part of the Indenture.





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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Compliance Certificates and Opinions
	 	 	7	 
	Section 1.3 Form of Documents Delivered to Trustee
	 	 	7	 
	Section 1.4 Acts of Holders
	 	 	8	 
	Section 1.5 Notices, etc. to Trustee and Company
	 	 	9	 
	Section 1.6 Notice to Holders; Waiver
	 	 	9	 
	Section 1.7 Effect of Headings and Table of Contents
	 	 	9	 
	Section 1.8 Successors and Assigns
	 	 	10	 
	Section 1.9 Separability Clause
	 	 	10	 
	Section 1.10 Benefits of Indenture
	 	 	10	 
	Section 1.11 Governing Law
	 	 	10	 
	Section 1.12 Legal Holidays
	 	 	10	 
	 
	 	 	 	 
	Article Two SECURITIES FORMS
	 	 	10	 
	Section 2.1 Forms Of Securities
	 	 	10	 
	Section 2.2 Form of Trustee’s Certificate of Authentication
	 	 	11	 
	Section 2.3 Securities Issuable in Global Form
	 	 	11	 
	 
	 	 	 	 
	Article Three THE SECURITIES
	 	 	12	 
	Section 3.1 Amount Unlimited; Issuable in Series
	 	 	12	 
	Section 3.2 Denominations
	 	 	14	 
	Section 3.3 Execution, Authentication, Delivery and Dating
	 	 	15	 
	Section 3.4 Temporary Securities
	 	 	16	 
	Section 3.5 Registration, Registration of Transfer and Exchange
	 	 	16	 
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	18	 
	Section 3.7 Payment of Interest; Interest Rights Preserved; Optional Interest Reset
	 	 	19	 
	Section 3.8 Optional Extension of Maturity
	 	 	21	 
	Section 3.9 Persons Deemed Owners
	 	 	22	 
	Section 3.10 Cancellation
	 	 	22	 
	Section 3.11 Computation Of Interest
	 	 	22	 
	Section 3.12 Currency And Manner Of Payments In Respect Of Securities
	 	 	22	 
	Section 3.13 CUSIP Numbers
	 	 	22	 
	 
	 	 	 	 
	Article Four SATISFACTION AND DISCHARGE
	 	 	23	 
	Section 4.1 Satisfaction and Discharge of Indenture
	 	 	23	 
	Section 4.2 Application of Trust Funds
	 	 	24	 
	 
	 	 	 	 
	Article Five REMEDIES
	 	 	24	 
	Section 5.1 Events Of Default
	 	 	24	 
	Section 5.2 Acceleration of Maturity; Rescission and Annulment
	 	 	25	 
	Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	26	 
	Section 5.4 Trustee May File Proofs of Claim
	 	 	27	 
	Section 5.5 Trustee May Enforce Claims Without Possession of Securities
	 	 	27	 
	Section 5.6 Application of Money Collected
	 	 	28	 
	Section 5.7 Limitation on Suits
	 	 	28	 
	Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	29	 
	Section 5.9 Restoration of Rights and Remedies
	 	 	29	 
	Section 5.10 Rights and Remedies Cumulative
	 	 	29	 
	Section 5.11 Delay or Omission Not Waiver
	 	 	29	 
	Section 5.12 Control by Holders of Securities
	 	 	29	 
	Section 5.13 Waiver of Past Defaults
	 	 	29	 
	Section 5.14 Undertaking for Costs
	 	 	30	 
	Section 5.15 Waiver of Stay or Extension Laws
	 	 	30	 







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	 	 	Page
	Article Six THE TRUSTEE
	 	 	30	 
	Section 6.1 Certain Duties and Responsibilities
	 	 	30	 
	Section 6.2 Notice of Defaults
	 	 	31	 
	Section 6.3 Certain Rights of Trustee
	 	 	32	 
	Section 6.4 Not Responsible for Recitals or Issuance of Securities
	 	 	33	 
	Section 6.5 May Hold Securities
	 	 	33	 
	Section 6.6 Money Held In Trust
	 	 	34	 
	Section 6.7 Compensation And Reimbursement
	 	 	34	 
	Section 6.8 Disqualification; Conflicting Interests
	 	 	34	 
	Section 6.9 Corporate Trustee Required; Eligibility
	 	 	34	 
	Section 6.10 Resignation And Removal; Appointment Of Successor
	 	 	35	 
	Section 6.11 Acceptance of Appointment by Successor
	 	 	36	 
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	37	 
	Section 6.13 Appointment of Authenticating Agent
	 	 	37	 
	 
	 	 	 	 
	Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	39	 
	Section 7.1 Disclosure of Names and Addresses of Holders
	 	 	39	 
	Section 7.2 Reports by Trustee
	 	 	39	 
	Section 7.3 Reports by Company
	 	 	39	 
	Section 7.4 Calculation of Original Issue Discount
	 	 	39	 
	 
	 	 	 	 
	Article Eight CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	40	 
	Section 8.1 Company May Consolidate, Etc
	 	 	40	 
	Section 8.2 Successor Person Substituted
	 	 	40	 
	 
	 	 	 	 
	Article Nine SUPPLEMENTAL INDENTURES
	 	 	40	 
	Section 9.1 Supplemental Indentures Without Consent Of Holders
	 	 	40	 
	Section 9.2 Supplemental Indentures With Consent of Holders
	 	 	41	 
	Section 9.3 Execution of Supplemental Indentures
	 	 	42	 
	Section 9.4 Effect of Supplemental Indentures
	 	 	43	 
	Section 9.5 Conformity With Trust Indenture Act
	 	 	43	 
	Section 9.6 Reference in Securities to Supplemental Indentures
	 	 	43	 
	 
	 	 	 	 
	Article Ten COVENANTS
	 	 	43	 
	Section 10.1 Payment of Principal, Premium and Interest
	 	 	43	 
	Section 10.2 Maintenance of Office or Agency
	 	 	43	 
	Section 10.3 Money for Securities Payments to be Held in Trust
	 	 	44	 
	Section 10.4 Additional Amounts
	 	 	45	 
	Section 10.5 Statement As To Compliance
	 	 	45	 
	Section 10.6 Waiver Of Certain Covenants
	 	 	46	 
	 
	 	 	 	 
	Article Eleven REDEMPTION OF SECURITIES
	 	 	46	 
	Section 11.1 Applicability Of Article
	 	 	46	 
	Section 11.2 Election To Redeem; Notice To Trustee
	 	 	46	 
	Section 11.3 Selection By Trustee of Securities To Be Redeemed
	 	 	46	 
	Section 11.4 Notice of Redemption
	 	 	47	 
	Section 11.5 Deposit of Redemption Price
	 	 	47	 
	Section 11.6 Securities Payable on Redemption Date
	 	 	48	 
	Section 11.7 Securities Redeemed in Part
	 	 	48	 
	 
	 	 	 	 
	Article Twelve SINKING FUNDS
	 	 	48	 
	Section 12.1 Applicability Of Article
	 	 	48	 
	Section 12.2 Satisfaction Of Sinking Fund Payments With Securities
	 	 	49	 
	Section 12.3 Redemption of Securities For Sinking Fund
	 	 	49	 
	 
	 	 	 	 
	Article Thirteen REPAYMENT AT THE OPTION OF HOLDERS
	 	 	49	 
	Section 13.1 Applicability of Article
	 	 	49	 
	Section 13.2 Repayment of Securities
	 	 	49	 






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	 	 	Page
	Section 13.3 Exercise of Option
	 	 	50	 
	Section 13.4 When Securities Presented for Repayment Become Due and Payable
	 	 	50	 
	Section 13.5 Securities Repaid in Part
	 	 	50	 
	 
	 	 	 	 
	Article Fourteen DEFEASANCE AND COVENANT DEFEASANCE
	 	 	51	 
	Section 14.1 Applicability of Article; Company’s Option To Effect Defeasance or
Covenant Defeasance
	 	 	51	 
	Section 14.2 Defeasance and Discharge
	 	 	51	 
	Section 14.3 Covenant Defeasance
	 	 	51	 
	Section 14.4 Conditions To Defeasance or Covenant Defeasance
	 	 	52	 
	Section 14.5 Deposited Money and Government Obligations To Be Held In Trust; Other
Miscellaneous Provisions
	 	 	53	 
	Section 14.6 Reinstatement
	 	 	54	 






iii









 





     INDENTURE, dated as of [ ], [ ], by and between ProAssurance Corporation, a Delaware
corporation (the “Company”), having its principal office at 100 Brookwood Place, Birmingham,
Alabama 35209, and Wilmington Trust Company, a Delaware banking corporation (the “Trustee”), having
its Corporate Trust Office at 1100 North Market Street, Wilmington, Delaware 19890.



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 senior debt securities (the “Securities”),
issuable as provided in this Indenture, and all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done; and



     WHEREAS, this Indenture will be subject to, and governed by, the provisions of the Trust
Indenture Act of 1939, as amended (the “TIA”), that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Company’s Securities:



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 1.1 Definitions. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:



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



     (2) all other terms used herein which are defined in the TIA, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper,” as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the TIA;



     (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;



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



     (5) certain terms, used principally in Article Three, Article Five, Article Six and Article
Ten, are defined in those Articles.



          “Act,” when used with respect to any Holder, has the meaning specified in Section 1.4.




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     “Additional Amounts” means any additional amounts which are required by a Security or by or
pursuant to a Board Resolution, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders and which are owing to such Holders.



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



     “Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 6.13.



     “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 such
newspaper is also 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, on any Business Day.



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



     “Board Resolution” means a copy of a resolution that is delivered to the Trustee, 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.



     “Business Day” when used with respect to any Place of Payment or any other particular location
referred to in this Indenture or in the Securities, means, unless otherwise specified with respect
to any Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or particular location
are authorized or obligated by law or executive order to close.



     “Capital Stock” means, with respect to any corporation, any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) stock issued by that corporation.



     “Commission” means the U.S. Securities and Exchange Commission.



     “Company” means the Person named as the “Company” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, “Company” shall mean such successor or successors. The foregoing sentence shall
likewise apply to any subsequent such successor or successors.



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



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     “Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located at 1100
North Market Street, Wilmington, DE 19890, Attention: Corporate Capital Markets, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such other address as a successor
Trustee may designate from time to time by notice to the Holders and the Company).



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



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



     “Defaulted Interest” has the meaning specified in Section 3.7(a).



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



     “Event of Default” has the meaning specified in Article Five.



     “Government Obligations” means securities which are (i) direct obligations of the United
States, for the payment of which its full faith and credit is pledged, or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which 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 on or
principal of the Government Obligation evidenced by such depository receipt.



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



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more amendments or 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 3.1 and the provisions of the Trust Indenture Act
that are deemed to be a part hereof.



     “Indexed Security” means a Security as to which all or certain interest payments and/or the
principal amount payable at Maturity are determined by reference to prices, changes in prices, or
differences between prices, of securities, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified pursuant to Section 3.1 hereof.



3









 





     “interest,” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity, and, when used with
respect to a Security which provides for the payment of Additional Amounts pursuant to Section
10.4, includes such Additional Amounts.



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



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



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Senior Vice President, any Senior Vice President, the Treasurer or the Secretary or any Assistant
Treasurer or Assistant Secretary of the Company.



     “Officers’ Certificate” means a written certificate signed in the name of the Company by any
two Officers, and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of legal counsel, who may be an employee of, or
counsel to, the Company or the Trustee.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2.



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



          (i) Securities cancelled by the Trustee or delivered to the Trustee for cancellation pursuant
to the terms of this Indenture;




          (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
provided that, if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made;




          (iii) Securities, except to the extent provided in Sections 14.2 and 14.3, 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 3.6, or Securities which have been
exchanged for other Securities which 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 protected purchaser (as
defined in the Uniform Commercial Code) in whose hands such Securities are






4









 







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 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 5.2, (ii) 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 3.1, and (iii)
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, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.




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



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



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest, if any, on such Securities are
payable as specified and as contemplated by or pursuant to Sections 3.1 and 10.2.



     “Predecessor Security,” when used with respect to 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 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security, shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.1, whether or
not a Business Day.



5









 





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



     “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 by or pursuant to this Indenture.



     “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee
with direct responsibility for the administration of this Indenture and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.



     “Security” or “Securities” has the meaning stated in the recitals of this Indenture and, more
particularly, means any Security or Securities of any series authenticated and delivered under this
Indenture.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
3.5.



     “Special Record Date” for the payment of any Defaulted Interest on the Securities of any
series means a date fixed by the Trustee pursuant to Section 3.7.



     “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such Security or such
installment of principal or interest thereon is due and payable, as such date may be extended
pursuant to the provisions of Section 3.8.



     “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 9.5; provided, however, that
in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” or “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any
subsequent such successor or successors.



     “United States” means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, 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 3.1, 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.



     “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



6









 




set forth in such Security in accordance with generally accepted United States bond yield
computation principles.




     Section 1.2 Compliance Certificates and Opinions.



          (a) 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 relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel such action is authorized or permitted by this Indenture and that all such conditions
precedent, if any, have been complied with; and, except in the case of any such application or
request as to which the furnishing of 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.




          (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 10.5) shall include:




     (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant 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 condition or covenant has been complied with; and



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



     Section 1.3 Form of Documents Delivered to Trustee.



          (a) 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 as to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.




          (b) Any certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by
counsel. Any such Opinion of Counsel or certificate or representations 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 as to such factual matters is in the
possession of the Company.







7









 








          (c) 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 1.4 Acts of Holders.



          (a) 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. 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. 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 and any agent of the Trustee or the Company, if
made in the manner provided in this Section.




          (b) The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may be proved in any manner that the Trustee deems reasonably
sufficient.




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




          (d) If the Company shall solicit from the Holders of Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by
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, or such earlier date as may be specifically required
under the applicable provisions of this Indenture.




          (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






8









 







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 1.5 Notices, etc. to Trustee and Company. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:



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



     or



     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal office specified in
the first paragraph of this Indenture or at any other address previously furnished in writing to
the Trustee by the Company.



     Section 1.6 Notice to Holders; Waiver.



          (a) Where this Indenture provides for notice of any event to Holders of Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly
provided) 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 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 Securities. 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.




          (b) If by reason of the suspension of or irregularities in regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then such notification to
Holders of Securities as shall be made in a manner approved by the Trustee shall constitute a
sufficient notification to such Holders for every purpose hereunder.




          (c) 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.




          (d) 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 deemed the equivalent of notice given. 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 1.7 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.



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     Section 1.8 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 1.9 Separability Clause. In case any provision in this Indenture or in any
Security 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 1.10 Benefits of Indenture. Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person (including any Security Registrar, any Paying Agent,
any Authenticating Agent and their successors hereunder), other than the parties hereto, any
benefit or any legal or equitable right, remedy or claim under this Indenture.



     Section 1.11 Governing Law.



     This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York, without regard to principles of conflicts of laws. 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. If any provision of this
Indenture expressly modifies or excludes any provision of the TIA that may be so modified or
excluded, the Indenture provision so modifying or excluding such provision of the TIA shall be
deemed to apply.



     Section 1.12 Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, 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 any Security, other than
a provision in the Securities of any series established pursuant to Section 3.1 hereof 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, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity; provided that no interest shall accrue on the
amount so paid 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.



ARTICLE TWO

SECURITIES FORMS




     Section 2.1 Forms Of Securities. The Securities of each series shall be in
substantially the forms as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance with Section 3.1,
shall have such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto, and may have such
letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may
be listed, or to conform to usage.



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     The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved borders, or may be
produced in any other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution of such Securities.



     Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to
form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities
in that form or a certificate signed by a Responsible Officer of the Trustee and delivered to the
Company.



     Section 2.2 Form of Trustee’s Certificate of Authentication. Subject to Section 6.13,
the Trustee’s certificate of authentication shall be in substantially the following form:



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



	 	 	 	 	 
	 	[ ],

   as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     Section 2.3 Securities Issuable in Global Form. If Securities of a series are
issuable in global form, as specified and contemplated by Section 3.1, then, notwithstanding clause
(8) of Section 3.1 and the provisions of Section 3.2, any such Security in global form shall
represent the Outstanding Securities of such series as shall be specified in such Security, 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 by such Security in global form 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 3.3 or
3.4. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, 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 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by
the Company with respect to endorsement, delivery or redelivery of a Security in global form shall
be in writing but need not comply with Section 1.2 and need not be accompanied by an Opinion of
Counsel.



     The provisions of the last sentence of Section 3.3 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 1.2 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 3.3.



     Notwithstanding the provisions of Section 3.7, unless otherwise specified as contemplated by
Section 3.1, payment of principal of (and premium, if any) and interest, if any,



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on any Security in permanent global form shall be made to the Person or Persons specified in
such Security in global form.




     Notwithstanding the provisions of Section 3.9 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 the Person in whose name such Security is registered in the Security Register.



ARTICLE THREE

THE SECURITIES




     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series. All Securities of any one series need not 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.



     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 3.3, set forth, 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 (15) below), if
so provided, may be determined from time to time by the Company with respect to unissued Securities
of the series when issued from time to time):



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



     (2) any limit upon the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 3.4, 3.5, 3.6, 9.6, 11.7 or 13.5);



     (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 shall be 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 such
interest shall accrue or the method by which such date or dates shall be determined, the Interest
Payment Dates on which such interest will be payable and the Regular Record Date, if any, for the
interest payable on any Security on any Interest Payment Date, or the method by which such date
shall be determined, and the basis upon which such interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;



     (5) the place or places, if any, other than or in addition to the Corporate Trust Office of
the Trustee, where the principal of (and premium, if any) and interest, if any, on Securities of
the series shall be payable, any Securities of the series may be surrendered for registration of
transfer, Securities of the series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or exchange, as



12









 




applicable, and where notices or 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, 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, if the Company is to have the option;



     (7) the obligation, 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,
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 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 5.2 or the method by which such portion shall be determined;



     (11) 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;



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



     (13) any deletions from, modifications of or additions to the Events of Default or covenants
(including any deletions from, modifications of or additions to any of the provisions of Section
10.6) 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;



     (14) whether any Securities of the 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 and, if
so, whether beneficial owners of interests in any such permanent global Security may exchange such
interests for Securities of such series in certificated form 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 3.5, and the identity of the depository for such series;



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



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     (16) the Person to whom any interest on any Security of the series shall be payable, if other
than 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, 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 3.4;



     (17) the applicability, if any, of Sections 14.2 and/or 14.3 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;



     (18) if the Securities of such 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;



     (19) whether, and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 10.4 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);



     (20) if the Securities of the series may be converted into or exercised or exchanged for
common stock, preferred stock or any other securities of any Person (including the Company), the
terms on which conversion, exercise or exchange may occur, including whether conversion, exercise
or exchange is mandatory, at the option of the holder or at the option of the Company or any other
Person, the date on or the period during which conversion, exercise or exchange may occur, the
initial conversion, exercise or exchange price or rate and the circumstances or manner in which the
amount of common stock or preferred stock or other securities issuable upon conversion, exercise or
exchange may be adjusted;



     (21) whether the Securities of the series are subject to mandatory or optional remarketing or
other mandatory or optional resale provisions, and, if applicable, the date or period during which
such resale may occur, any conditions to such resale and any right of a Holder thereof to
substitute securities for the securities subject to resale; and



     (22) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture or the requirements of the Trust Indenture Act);



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



     Section 3.2 Denominations. The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by or pursuant to Section 3.1 and in the
absence of any provisions to the contrary, with respect to the Securities of any series, the
Securities of such series, other than Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral multiple thereof.



14









 





     Section 3.3 Execution, Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by any Officer. The signature of any Officer on the Securities
and coupons may be manual or facsimile signatures of the present or any future such authorized
Officer and may be imprinted or otherwise reproduced on the Securities.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If all the Securities of any series are not to be issued at one time and if the
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 the terms of particular Securities of such series, such an interest rate, maturity
date, date of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon:



     (1) an Opinion of Counsel stating:



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




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




          (c) that such Securities, 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 constitute legal,
valid and binding obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors’ rights, to general equitable
principles and to such other qualifications as such counsel shall conclude do not materially affect
the rights of Holders of such Securities; and




     (2) an Officers’ Certificate stating, to the best of the knowledge of the signers of such
Certificate, that no Event of Default with respect to any of the Securities shall have occurred and
be continuing.



     Notwithstanding the provisions of Section 3.1 and of this Section 3.3, if all the Securities
of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’
Certificate otherwise required pursuant to Section 3.1 or the Company Order, Opinion of Counsel or
Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of
issuance of each Security of such series, but such order, opinion and certificates, with



15









 




appropriate modifications to cover such future issuances, shall be delivered at or before the
time of issuance of the first Security of such series.




     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by manual signature of an authorized
signatory, 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 3.10 together
with a written statement (which need not comply with Section 1.2 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 3.4 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, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of Securities of any
series, such temporary Securities may be in global form.



     Except as otherwise provided by Board Resolution 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 the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefore a like principal amount of definitive Securities of
the same series of authorized denominations. 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.



     Section 3.5 Registration, Registration of Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the
Company in a Place of Payment a register for each series of Securities (the registers maintained in
such office or in any such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose of




16











 




registering Securities and transfers of Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the
right to examine the Security Register at all reasonable times.




     Upon surrender for registration of transfer of any Security of any series at any office or
agency of the Company in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, bearing a number not contemporaneously outstanding and containing
identical terms and provisions.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the Securities to be exchanged
at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.



     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.1,
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 another authorized
form and denomination, as specified as contemplated by Section 3.1 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 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; 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. If a 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 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.



17









 





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



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the 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 exchange of
Securities, other than exchanges pursuant to Section 3.4, 9.6, 11.7 or 13.5 not involving any
transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange any
Security if such Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before selection of the Securities to be redeemed under Section
11.3 and ending at the close of business on the day of the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except, in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) 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.



     Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security is surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save each of them or any
agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefore a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously outstanding.



     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, and (ii) such security or indemnity
as may be required by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser (as defined in the Uniform Commercial Code), the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding.



     Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Security, pay such Security.



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



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



     Section 3.7 Payment of Interest; Interest Rights Preserved; Optional Interest Reset.



          (a) Except as otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 3.1, interest, if any, on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that 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 10.2; provided, however, that each installment of interest, if any, on
any 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 3.9, to the address
of such Person as it appears on the Security Register or (ii) transfer to an account maintained by
the payee inside the United States.




     Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 3.1, any interest on any Security of any series that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of
the proposed payment (which shall not be less than 20 days after such notice is received by the
Trustee), and at the same time the Company shall deposit with the Trustee an amount of money
(except as otherwise specified pursuant to Section 3.1 for the Securities of such series) 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 which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to
be mailed, first-class postage



19









 




prepaid, to each Holder of Securities of such series at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The Company shall also
provide notice of the proposed payment of such Defaulted Interest and the Special Record Date on
its website. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefore having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names the 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 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 3.7(b) may be made applicable to any series of Securities
pursuant to Section 3.1 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 3.1). 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 45 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 1.6, to the Holder of any such Security a notice (the “Reset
Notice”) indicating whether the Company has elected to reset the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new
interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity Date 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 1.6, 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



20









 




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 3.5, 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 3.8 Optional Extension of Maturity. The provisions of this Section 3.8 may be
made applicable to any series of Securities pursuant to Section 3.1 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 3.1). The Stated Maturity
of any Security of such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an “Extension Period”) up to but not beyond
the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise
such option with respect to any Security by notifying the Trustee of such exercise at least 45 but
not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise
of such option (the “Original Stated Maturity”). If the Company exercises such option, the Trustee
shall transmit, in the manner provided for in Section 1.6, to the Holder of such Security not later
than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i)
the election of the Company to extend the Stated Maturity, (ii) the new Stated 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 Notice,
the Stated Maturity of such Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have the same terms as
prior to the transmittal of such Extension Notice.



     Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 1.6, notice of such higher interest rate
to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to
which the Stated Maturity is extended will bear such higher interest rate.



     If the Company extends the Stated Maturity of any Security, the Holder will have the option to
elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to
the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on
the Original Stated Maturity once the Company has extended the Stated 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 Original Stated Maturity and except that, if the Holder has tendered
any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the
Trustee revoke such tender for repayment until the close of business on the tenth day before the
Original Stated Maturity.



21









 





     Section 3.9 Persons Deemed Owners. Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 3.5 and
3.7) interest, if any, on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.



     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, 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 3.10 Cancellation. All Securities surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and Securities surrendered directly to the Trustee for any
such purpose 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. Cancelled Securities
held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures
and the Trustee shall deliver a certificate of stating that such cancelled securities have been
disposed of, unless by a Company Order the Company directs their return to it.



     Section 3.11 Computation Of Interest. Except as otherwise specified as contemplated
by Section 3.1 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 consisting of twelve 30-day months.



     Section 3.12 Currency And Manner Of Payments In Respect Of Securities. Payment of the
principal of (and premium, if any) and interest, if any, on any Security of such series will be
made in Dollars.



     Section 3.13 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use) which numbers shall be given to the Trustee by the Company, and,
if so, the Trustee shall indicate the “CUSIP” numbers of the Securities in notices



22









 




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




ARTICLE FOUR

SATISFACTION AND DISCHARGE




     Section 4.1 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 provided in Section 10.4), and the Trustee, upon receipt of a Company Order,
and at the 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 (other than (i)
Securities of such series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 10.3) 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:




          (ii) have become due and payable, or




          (iii) will become due and payable at their Stated Maturity within one year, or




          (iv) 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, 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 Dollars sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;




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



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



23









 





     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee and any predecessor Trustee under Section 6.6, the obligations of the
Company to any Authenticating Agent under Section 6.13 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 4.2 and the last paragraph of Section 10.3 shall survive.



     Section 4.2 Application of Trust Funds. Subject to the provisions of the last paragraph of
Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds except to the
extent required by law.



ARTICLE FIVE

REMEDIES




     Section 5.1 Events Of Default. “Event of Default,” wherever used herein with respect
to any particular series of Securities, unless otherwise specified with respect to a series of
Securities pursuant to Section 3.1, means any one of the following events (whatever the reason for
such Event of Default and whether or not 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 upon or any Additional Amounts with respect to any
Security of that series, when such interest becomes due and payable, and continuance of such
default for a period of 5 days; or



     (2) default in the payment of the principal of (or premium, if any, on) any Security of that
series when it becomes due and payable at its Maturity; or



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



     (4) default in the performance, or breach, of any covenant or agreement of the Company in this
Indenture with respect to any Security of that series (other than a covenant or agreement a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with), 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 the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder; or



     (5) the Company pursuant to or within the meaning of any Bankruptcy Law:



          A. commences a voluntary case,




          B. consents to the entry of an order for relief against it in an involuntary case,







24









 








          C. consents to the appointment of a Custodian of it or for all or substantially all of its
property, or




          D. makes a general assignment for the benefit of its creditors; or




     (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



          A. is for relief against the Company in an involuntary case,




          B. appoints a Custodian of the Company or for all or substantially all of its property, or




          C. orders the liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days; or




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



     The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for
the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or
other similar official under any Bankruptcy Law.



     Section 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default (other than an Event of Default under Section 5.1 (5) or Section 5.1(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then and 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 (or, if any Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may be specified in the
terms thereof) of all the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately due and payable.



     In the case of an Event of Default under Section 5.1(5) or Section 5.1(6), which occurs and is
continuing with respect to Securities of any series at the time Outstanding, then all unpaid
principal of and accrued but unpaid interest on all such Outstanding Securities of that series
shall become immediately due and payable without any declaration or other act on the part of the
Trustee or any of the Holders of any Securities of such series.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of
the Outstanding Securities of that series, 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 Dollars:



          A. all overdue installments of interest, if any, and any Additional Amounts on all Outstanding
Securities of that series,







25









 








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




          C. to the extent that payment of such interest is lawful, interest upon overdue installments
of interest and any Additional Amounts at the rate or rates borne by or provided for in such
Securities, and




          D. all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due to the Trustee under Section 6.6; and




     (2) all Events of Default with respect to Securities of that series, other than the nonpayment
of the principal of (or premium, if any) or interest on Securities of that series which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section
5.13. No such rescission shall affect any subsequent default or impair any right consequent
thereon.



     Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if:



     (1) default is made in the payment of any installment of interest on or any Additional Amounts
with respect to any Security of any series when such interest becomes due and payable and such
default continues for a period of 5 days, or



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



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


then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of Securities of such series, the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest, if any, and Additional Amounts and, to the extent
that payment of such interest is legally enforceable, interest upon any overdue principal (and
premium, if any) and upon any overdue installments of interest, if any, and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due to the Trustee under Section 6.7.




     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon Securities of such series, wherever situated.



26









 





     If an Event of Default with respect to Securities of any series occurs and is continuing, of
which the Trustee has knowledge in accordance with Section 6.3(9), the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.



     Section 5.4 Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities 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 (and premium, if
any), interest or any Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise:



          (i) to file and prove a claim for the whole amount of principal (or in the case of Original
Issue Discount Securities or Indexed Securities, such portion of the principal as may be provided
in the terms thereof) (and premium, if any) and interest, if any, and any Additional Amounts 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 any other amounts due to the Trustee under Section 6.6) and of the Holders allowed in
such judicial proceeding, and




          (ii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 6.7.




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



     Section 5.5 Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or any of the Securities may be prosecuted and enforced
by the Trustee without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and



27









 




advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities in respect of which such judgment has been recovered.




     Section 5.6 Application of Money Collected. Any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal (or premium, if any)
or interest, if any, or any Additional Amounts upon presentation of the Securities, or both, as the
case may be, 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 and any predecessor Trustee under Section
6.7;



     SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal
(and premium, if any) and interest, if any, and any Additional Amounts 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 aggregate amounts due and payable on such Securities for principal (and
premium, if any) and interest, if any, and any Additional Amounts respectively; and



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



     Section 5.7 Limitation on Suits. No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:



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



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



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



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



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


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







28









 








     Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the
right which is absolute and unconditional to receive payment of the principal of (and premium, if
any) and (subject to Sections 3.5 and 3.7) interest, if any, and any Additional Amounts on such
Security on the respective due dates expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.



     Section 5.9 Restoration of Rights and Remedies. If the Trustee or any Holder of a
Security 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 the Company, the Trustee and the Holders
of Securities shall, subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been instituted.



     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities 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 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities, as the case may be.



     Section 5.12 Control by Holders of Securities. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Securities of such
series, provided that



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



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



     (3) the Trustee need not take any action which might involve it in personal liability or be
unjustly prejudicial to the Holders of Securities of such series not consenting.



     Section 5.13 Waiver of Past Defaults. Subject to Section 5.2, the Holders of not
less than a majority in principal amount of the Outstanding Securities of any series may on behalf
of



29









 




the Holders of all the Securities of such series waive any past default hereunder with respect
to such series and its consequences, except a default




     (1) in the payment of the principal of (or premium, if any) or interest, if any, and any
Additional Amounts on any Security of such series, or



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


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




     Section 5.14 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder of Securities, or group
of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on or any Additional Amounts with respect to any
Security on or after the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on or after the Redemption Date).



     Section 5.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE SIX

THE TRUSTEE




     Section 6.1 Certain Duties and Responsibilities.



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



          (i) 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







30









 








          (ii) 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) In case an Event of Default has occurred and is continuing, 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 man would exercise or use under the circumstances in the
conduct of his own affairs.



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



          (i) this subsection shall not be construed to limit the effect of subsection (1) of this
Section;




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




          (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken
by it in good faith in accordance with the direction of the Holders of a majority in principal
amount of the Outstanding Securities relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture; and




          (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it 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.




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



     Section 6.2 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, 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, or any Additional
Amounts on any Security of such series, or in the payment of any sinking or purchase fund
installment with respect to the 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 determines
that the withholding of such notice is in the interests of the Holders of the Securities of such



31









 




series; and provided further that in the case of any Default with respect to the Securities of
such series, no such notice to Holders shall be given until at least 60 days after the occurrence
thereof.




     Section 6.3 Certain Rights of Trustee. Subject to the provisions of TIA Section 315(a)
through 315(d):



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



     (2) Any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order (other than delivery of any Security, to the Trustee for
authentication and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as
provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution.



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



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



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



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



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



     (8) The Trustee 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.



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     (9) The Trustee shall not be charged with knowledge of any Default or Event of Default with
respect to the Securities of any series unless either (A) such Default or Event of Default is
known, or ought reasonably to have been known, by a Responsible Officer of the Trustee, or (B)
written notice of such Default of Event of Default shall have been given to the Trustee by the
Company or any other obligor on the Securities of any series or by any Holder of the Securities of
any series.



     (10) 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.



     (11) The Trustee shall not be obligated to monitor or confirm on a continuing basis or
otherwise, the Company’s compliance with respect to the filing of any reports hereunder.



     (12) The Trustee shall not have any duty (A) to see to any recording, filing, or depositing of
this Indenture, or any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such recording or filing or depositing or to any
recording, refiling or redepositing of any thereof, (B) to see to any insurance, or (C) to see to
the payment or discharge of any tax, assessment, or other governmental charge or any lien or
encumbrance of any kind owing with respect to, assessed or levied against, the Company.



     (13) Neither the Trustee, nor any of its Affiliates, directors, officers, managers, employees,
advisors, counsel, agents or attorneys-in-fact shall be responsible for or have any duty to
ascertain, inquire into or verify (A) any statement, warranty or representation made in connection
with this Indenture, or any certificate, financial statement or other document furnished at any
time under or in connection with this Indenture, (B) the performance of observance of any of the
terms, covenants or agreements of the Company in this Indenture or (C) the validity, effectiveness,
genuineness, value, enforceability or sufficiency of this Indenture, or any other instrument or
writing furnished in connection herewith or therewith.



     (14) The right of the Trustee to perform any discretionary or permissive act enumerated in
this Indenture, shall not be construed as a duty, and the Trustee shall not be answerable for other
than its negligence or willful misconduct in the performance of such act.



     Section 6.4 Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the Trustee’s certificate of authentication shall be
taken as the statements of the Company, and 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, 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 6.5 May Hold Securities. The Trustee, any Paying Agent, Security Registrar,
Authenticating Agent or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to TIA Sections 310(b) and 311,



33









 




may otherwise deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.




     Section 6.6 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 in
writing with the Company.



     Section 6.7 Compensation And Reimbursement. The Company agrees:



     (1) To pay to the Trustee from time to time such compensation for all services rendered by it
hereunder as the Company and the Trustee shall from time to time agree in writing (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 reasonable compensation and the
expenses, advances and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith.



     (3) To indemnify each of the Trustee, any predecessor Trustee and any of their respective
Affiliates, officers, directors, agents and employees for, and to hold it harmless against, any
loss, claim, damage, liability or expense incurred without negligence or bad faith on its own part,
arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the fees, charges, costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers, duties, rights or
remedies hereunder.



     As security for the performance of the obligations of the Company under this Section, the
Trustee for the Securities of any series shall have a lien prior to the Securities of such series
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, or any Additional Amounts
on Securities of such series.



     The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and
the termination of this Indenture.



     Section 6.8 Disqualification; Conflicting Interests. The Trustee shall comply with
the terms of Section 310(b) of the TIA.



     Section 6.9 Corporate Trustee Required; Eligibility. There shall at all times be 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 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 and with the effect hereinafter specified in this Article.



34









 





     Section 6.10 Resignation And Removal; Appointment Of Successor.



     (1) 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 6.11.



     (2) The Trustee may resign at any time with respect to the Securities of one or more series by
giving 30 days’ prior written notice thereof to the Company. If an instrument of acceptance by a
successor Trustee 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.



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



     (4) If at any time:



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




          (ii) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after
written request therefore by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or




          (iii) 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 or pursuant to a Board Resolution may remove the Trustee
and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section
315(e), any Holder of a Security 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.




     (5) If an instrument of acceptance by a successor Trustee shall not have been delivered to the
Trustee within 30 days after the giving of a notice of resignation or the delivery of an Act of
removal, the Trustee resigning or being removed may petition any court of competent jurisdiction
for the appointment of a successor Trustee.



     (6) 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 or pursuant to 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



35









 




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 of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security 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 Securities of such series.




     (7) 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 in the manner provided for notices to the Holders of Securities in
Section 1.6. 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 6.11 Acceptance of Appointment by Successor.



          (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee 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 request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien, if any, provided for in Section 6.7.




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture





36












 




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.




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




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




     Section 6.12 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities. In case any Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities,
in either its own name or that of its predecessor Trustee, with the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee.



     Section 6.13 Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Authenticating
Agents with respect to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which 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, except as
may otherwise be provided pursuant to Section 3.1, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of the United States,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $1,500,000 and subject to supervision or



37









 




examination by Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.




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



     An Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of an Authenticating Agent by giving written
notice of termination 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 for such series
may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give notice of such appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve in the manner set forth in Section 1.6. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services under this
Section.



     If an appointment of any Authenticating Agent 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
or in lieu of the Trustee’s certificate of authentication, an alternate certificate of
authentication substantially in the following form:



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



[ ],




as Trustee



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	as Authenticating Agent 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 




38









 







ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





     Section 7.1 Disclosure of Names and Addresses of Holders. Every Holder of
Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities 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 7.2 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 by mail to all Holders of Securities as provided in TIA Section 313(c) a
brief report dated as of such May 15 if required by TIA Section 313(a).



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



     Section 7.3 Reports by Company. The Company will:



     (1) file with the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents, and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which 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 will 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) comply with all other provisions of TIA Section 314(a).



     Section 7.4 Calculation of Original Issue Discount. With respect to any Original
Issue Discount Security issued pursuant to Section 3.1, if any, upon request of the Trustee, the



39









 




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.




ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




     Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. The Company shall
not consolidate with or merge with or into any other Person or convey or transfer its properties
and assets substantially as an entirety to any Person, unless:



     (1) either the Company shall be the continuing corporation, or the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer the properties and assets of the Company substantially as an
entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and
premium, if any) and interest, if any, and any Additional Amounts on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed or
observed;



     (2) immediately after giving effect to such transaction, no Default or Event of Default shall
have happened and be continuing; and



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



     Section 8.2 Successor Person Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company substantially as an entirety in
accordance with Section 8.1, the successor Person formed by such consolidation or into which the
Company is merged or the successor Person to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the Company herein; and
in the event of any such conveyance or transfer, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be dissolved and
liquidated.



ARTICLE NINE

SUPPLEMENTAL INDENTURES




     Section 9.1 Supplemental Indentures Without Consent Of Holders. Without the consent
of any Holders of Securities, 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 herein and in the Securities contained; or



40









 





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



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



     (4) to 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



     (5) to establish the form or terms of Securities of any series as permitted by Sections 2.1
and 3.1, including the provisions and procedures relating to Securities convertible into or
exchangeable for any securities of any Person (including the Company); or



     (6) 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; or



     (7) 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 that any such action shall not, as
evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the interests of the
Holders of Securities of any series in any material respect; or



     (8) 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 4.1, 14.2 and 14.3; provided that any such action shall not, as evidenced by an Opinion of
Counsel delivered to the Trustee, adversely affect the interests of the Holders of Securities of
such series or any other series of Securities in any material respect.



     Section 9.2 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 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 or of modifying in any manner
the rights of the Holders of Securities under this



41









 




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, on) or any installment
of principal of or interest on, or Additional Amounts with respect to any Security; or reduce the
principal amount thereof or the rate of interest thereon, or any premium payable upon the
redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to
Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce
the portion of the principal of an Original Issue Discount Security or Indexed Security that would
be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, or adversely affect any
right of repayment at the option of the Holder of any Security, or change any Place of Payment
where, any Security or any premium or interest thereon or Additional Amounts with respect thereto
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 the Repayment Date, as the case may be), or adversely
affect any right to convert or exchange any Security as may be provided pursuant to Section 3.1
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, or the
consent of whose Holders is required for any waiver with respect to such series (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture; or (3) modify any of the provisions of this Section, Section 5.13 or Section
10.6, except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby.



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



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



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which is 90 days after
such record date, any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.



     Section 9.3 Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, in addition to any documents required by Section 1.2, and shall be fully protected in



42









 




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



     Section 9.5 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 9.6 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 by the Trustee in exchange for Outstanding Securities of such series.



ARTICLE TEN

COVENANTS




     Section 10.1 Payment of Principal, Premium and Interest. The Company covenants and
agrees for the benefit of the Holders of each series of Securities that it will duly and punctually
pay the principal of (and premium, if any) and interest, if any, and any Additional Amounts with
respect to the Securities of that series in accordance with the terms of such series of Securities
and this Indenture. Unless otherwise specified with respect to Securities of any series pursuant to
Section 3.1, at the option of the Company, all payments of principal may be paid by check to the
registered Holder of the Security or other person entitled thereto against surrender of such
Security.



     Section 10.2 Maintenance of Office or Agency. The Company shall maintain in each
Place of Payment for any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange, 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 of that series 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 each such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.



43









 





     The Company may 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 of such purposes,
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in 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 pursuant to Section 3.1 with respect to a series of
Securities, the Company hereby designates as Places of Payment for each series of Securities the
office or agency of the Company in [ ], 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.



     Section 10.3 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 any Securities it will, on or
before each due date of the principal of (or premium, if any) or interest, if any, or any
Additional Amounts on any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities of such series sufficient
to pay the principal of (and premium, if any) and interest, if any, and any Additional Amounts 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, it
will, on or before each due date of the principal of (or premium, if any) or interest, if any, and
any Additional Amounts on any Securities of that series, deposit with a Paying Agent a sum in
Dollars sufficient to pay the principal (or premium, if any) or interest, if any, or any Additional
Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.



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



     Except as otherwise provided in the Securities of any series, 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 premium, if any) or interest, if any, or Additional Amounts on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment of such principal, premium or interest on
any Security, without interest thereon, 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



44









 




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, 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 10.4 Additional Amounts. If the Securities of a series provide for the
payment of Additional Amounts, the Company will pay to the Holder of a Security of such series
Additional Amounts as may be specified as contemplated by Section 3.1. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided by the terms of such series established pursuant to Section
3.1 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 3.1, 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 any premium is made),
and at least 10 days prior to each date of payment of principal, premium 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 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 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 (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series until it shall have received a certificate advising otherwise
and (ii) to make all payments of principal and interest with respect to the Securities of a series
without withholding or deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent 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 or in reliance on the Company’s not furnishing such an Officers’
Certificate.



     Section 10.5 Statement As To Compliance. The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year (beginning with the fiscal year ending on [ ]
), an Officers’ Certificate, stating that (1) a review of the activities of the Company during such
year and of the performance under this Indenture has been made under his supervision, and (2) to



45









 




the best of his knowledge, based on such review, the Company has fulfilled all of its
obligations under this Indenture throughout such year, or if there has been a default in the
fulfillment of any such obligation, specifying each such default known to him and the nature and
status thereof.




     Section 10.6 Waiver Of Certain Covenants. The Company may omit in any particular
instance to comply with any term, provision or condition as specified pursuant to Section 3.1(13)
for Securities of any series, in any covenants of the Company added to Article Ten pursuant to
Section 3.1(19) or Section 3.1(15) in connection with Securities of a series, if before or after
the time for such compliance the Holders of at least a majority in principal amount of all
outstanding Securities, by Act of such Holders, waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and effect.



ARTICLE ELEVEN

REDEMPTION OF SECURITIES




     Section 11.1 Applicability Of Article. Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance
with this Article.



     Section 11.2 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 of less than all of the Securities of any series, 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 in writing of such Redemption Date
and of the principal amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction.



     Section 11.3 Selection By Trustee of Securities To Be Redeemed. If less than all the
Securities of any series issued on the same day with the same terms 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 issued on such date
with the same terms 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 (equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.



     The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) 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



46









 




redeemed only in part, to the portion of the principal amount of such Security which has been
or is to be redeemed.




     Section 11.4 Notice of Redemption. Notice of redemption shall be given in the manner
provided in Section 1.6, not less than 30 days nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by the terms of such series established pursuant to Section
3.1, to each Holder of Securities to be redeemed, but failure to give such notice in the manner
herein provided to the Holder of any Security designated for redemption as a whole or in part, or
any defect in the notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other such Security or portion thereof.



     Any notice that is mailed to the Holders of Securities in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder receives the notice.



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price and accrued interest, if any, to the Redemption Date payable as
provided in Section 11.6,



     (3) if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the particular
Security or 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 a 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 11.6 will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date,



     (6) the Place or Places of Payment where such Securities 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, and



     (8) the CUSIP number of such Security, if any.



     Notice of redemption of Securities to be redeemed 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.



     Section 11.5 Deposit of Redemption Price. On or prior to 10:00 a.m., [ ] time, on
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 10.3) an amount of
money in Dollars (except as otherwise specified pursuant to Section 3.1 for the



47









 




Securities of such series) 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 on, and any
Additional Amounts with respect to all the Securities or portions thereof which are to be redeemed
on that date.




     Section 11.6 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 (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) together with accrued interest, if any, (and any
Additional Amounts) 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. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that installments of interest on 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 3.7.



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



     Section 11.7 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 his attorney duly authorized in writing) and the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities of the same series, 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. However, if less than all the Securities of any
series with differing issue dates, interest rates and stated maturities are to be redeemed, the
Company in its sole discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date.



ARTICLE TWELVE

SINKING FUNDS




     Section 12.1 Applicability Of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.1 for Securities of such series.



     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 such Securities of any series is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be



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subject to reduction as provided in Section 12.2. 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 12.2 Satisfaction Of Sinking Fund Payments With Securities. The Company may,
in satisfaction of all or any part of any mandatory sinking fund payment with respect to the
Securities of a series, (1) deliver Outstanding Securities of such series (other than any
previously called for redemption), and (2) apply as a credit 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, as provided for by the terms of such Securities; provided that such Securities so
delivered or applied as a credit have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the applicable Redemption Price specified
in such Securities for redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.



     Section 12.3 Redemption of Securities For Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for Securities of any series, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory 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 (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 12.2, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to
the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 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 11.4. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.



ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS




     Section 13.1 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 by the terms of such series established
pursuant to Section 3.1) in accordance with this Article.



     Section 13.2 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 10.3) an amount of money (except as otherwise specified pursuant to



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Section 3.1 for the Securities of such series) sufficient to pay the Repayment Price of, and
(except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.




     Section 13.3 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 13.4 When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment of such Securities
on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear
interest. Upon surrender of any such Security for repayment in accordance with such provisions,
the 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 installments of interest,
if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 3.7.



     If any Security surrendered for repayment shall not be so repaid upon surrender thereof, the
Repayment Price shall, until paid, bear interest from the Repayment Date at the rate of interest
set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.



     Section 13.5 Securities Repaid in Part. Upon surrender of any Security which is to be
repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Security, without service charge and at the expense of the Company, a new
Security or Securities of the same series, of any authorized denomination specified by the



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Holder, in an aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.




ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE




     Section 14.1 Applicability of Article; Company’s Option To Effect Defeasance or Covenant
Defeasance. If pursuant to Section 3.1 provision is made for either or both of (a) defeasance
of the Securities of a series under Section 14.2, or (b) covenant defeasance of the Securities of a
series under Section 14.3, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such modifications thereto as may be
specified pursuant to Section 3.1 with respect to any Securities), shall be applicable to such
Securities and the Company may at its option by Board Resolution, at any time, with respect to such
Securities elect to have Section 14.2 (if applicable) or Section 14.3 (if applicable) be applied to
such Outstanding Securities thereto upon compliance with the conditions set forth below in this
Article.



     Section 14.2 Defeasance and Discharge. Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of a series, the Company shall be
deemed to have been discharged from its obligations with respect to such Outstanding Securities on
the date the conditions set forth in Section 14.4 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 which shall thereafter be deemed
to be “Outstanding” only for the purposes of Section 14.5 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities to receive, solely from the trust fund described
in Section 14.4 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 when such payments are due, (B)
the Company’s obligations with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3
and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated
by Section 10.4, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including without limitation the right of payments under Section 6.7, and (D) this Article. Subject
to compliance with this Article Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 14.3 with respect to such
Securities.



     Section 14.3 Covenant Defeasance. Upon the Company’s exercise of the above option
applicable to this Section, the Company shall be released from its obligations under any covenant
specified with respect to any Outstanding Securities of any series of Securities established
pursuant to Section 3.1 on and after the date the conditions set forth in Section 14.4 are
satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to
be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with any such covenant, 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, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set
forth in



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any such Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by reason of reference in
any such Section or such other 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 5.1(4)
or 5.1(7) or otherwise, as the case may be, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.




     Section 14.4 Conditions To Defeasance or Covenant Defeasance. The following shall be
the conditions to application of Section 14.2 or Section 14.3 to any Outstanding Securities of a
series:



          (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 6.9 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, (1) an amount of money, or (2) Government Obligations
applicable to such Securities 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, on such Securities
money in an amount, or (3) a combination thereof in an amount, 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 on the Stated Maturity of such principal or
installment of principal or interest, and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities.




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




          (c) No Default or Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit or, insofar as Sections 5.1(5) and 5.1(6) 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).




          (d) In the case of an election under Section 14.2, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) 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 will not recognize income, gain or loss for Federal income tax purposes as a result of
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 such defeasance had not occurred.







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          (e) In the case of an election under Section 14.3, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities 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 such covenant defeasance had not occurred.




          (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance under Section 14.2 or the
covenant defeasance under Section 14.3 (as the case may be) have been complied with and an Opinion
of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above
and the related exercise of the Company’s option under Section 14.2 or Section 14.3 (as the case
may be), registration is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the trustee for such trust
funds or (ii) all necessary registrations under said Act have been effected.




          (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1.




     Section 14.5 Deposited Money and Government Obligations To Be Held In Trust; Other
Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3,
all money and Government Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 14.5, the “Trustee”) pursuant to Section 14.4 in respect
of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 14.4 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.



     Anything in this Article 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 14.4 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Article.





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     Section 14.6 Reinstatement.



          (a) If the Trustee or Paying Agent is unable to apply any money or Government Obligations in
accordance with Section 14.5 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated as though no deposit has
occurred pursuant to this Article Fourteen until such time as the Trustee or Paying Agent is
permitted to apply all such money or Government Obligations in accordance with Section 14.5.




          (b) If the Company’s obligations under this Indenture and the Securities of the applicable
series issued hereunder shall be revived and reinstated in accordance with this Section 14.6, the
Company shall be permitted, at its discretion to withdraw all or a portion of the deposits made by
the Company pursuant to this Article Fourteen.




          (c) If the Company elects not to withdraw any of the deposits made by the Company pursuant to
this Article Fourteen, if and when the Trustee or Paying Agent is later permitted to apply all such
money or Government Obligations in accordance with Section 14.5, the rights of the Company shall be
subrogated to the rights of the Holders of the Securities of the applicable series to receive
payments from the money or Government Obligations deposited by the Company pursuant to Article
Fourteen and held by the Trustee or Paying Agent; provided that if the Company shall have made any
payment of principal or interest on the Securities of any series because of the revival and
reinstatement of its obligations, which payment is not sourced from any amounts deposited by the
Company pursuant to Article Fourteen (such amount, in the aggregate, being referred to as the
“Company Paid Amount”), the Company shall be permitted, at its discretion, to withdraw all or a
portion of the deposits made by the Company pursuant to this Article Fourteen up to the Company
Paid Amount.




[Signatures on Following Page]






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     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.



     IN WITNESS WHEREOF, the undersigned being duly authorized, have executed this Indenture on
behalf of the respective parties hereto as of the date first above written.



	 	 	 	 	 	 	 

	 	 	PROASSURANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, 
as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






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