exv4w1






EXHIBIT 4.1


 




INDENTURE




Dated as of




June 15, 2010




Between




PALL CORPORATION,




as Company




and




THE BANK OF NEW YORK MELLON,




as Trustee



 



DEBT SECURITIES



 




 









 





TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	ARTICLE I

DEFINITIONS

	 	 	 
	 	 	 	 
	Section 1.01	 	Definitions
	 	 	1	 
	 	 	 
	 	 	 	 
	Section 1.02	 	Rules of Construction
	 	 	8	 
	 	 	 
	 	 	 	 
	ARTICLE II

FORMS OF SECURITIES

	 	 	 
	 	 	 	 
	Section 2.01	 	Form Generally
	 	 	9	 
	 	 	 
	 	 	 	 
	Section 2.02	 	Form of Trustee’s Certificate of Authentication
	 	 	9	 
	 	 	 
	 	 	 	 
	Section 2.03	 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent
	 	 	10	 
	 	 	 
	 	 	 	 
	ARTICLE III

THE DEBT SECURITIES

	 	 	 
	 	 	 	 
	Section 3.01	 	Amount Unlimited; Issuable in Series
	 	 	10	 
	 	 	 
	 	 	 	 
	Section 3.02	 	Denominations
	 	 	13	 
	 	 	 
	 	 	 	 
	Section 3.03	 	Execution, Authentication, Delivery and Dating
	 	 	13	 
	 	 	 
	 	 	 	 
	Section 3.04	 	Temporary Securities
	 	 	15	 
	 	 	 
	 	 	 	 
	Section 3.05	 	Registrar and Paying Agent
	 	 	15	 
	 	 	 
	 	 	 	 
	Section 3.06	 	Transfer and Exchange
	 	 	16	 
	 	 	 
	 	 	 	 
	Section 3.07	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	20	 
	 	 	 
	 	 	 	 
	Section 3.08	 	Payment of Interest; Interest Rights Preserved
	 	 	21	 
	 	 	 
	 	 	 	 
	Section 3.09	 	Cancellation
	 	 	22	 
	 	 	 
	 	 	 	 
	Section 3.10	 	Computation of Interest
	 	 	22	 
	 	 	 
	 	 	 	 
	Section 3.11	 	Currency of Payments in Respect of Securities
	 	 	22	 
	 	 	 
	 	 	 	 
	Section 3.12	 	CUSIP Numbers
	 	 	24	 
	 	 	 
	 	 	 	 
	ARTICLE IV

REDEMPTION OF SECURITIES

	 	 	 
	 	 	 	 
	Section 4.01	 	Applicability of Right of Redemption
	 	 	24	 
	 	 	 
	 	 	 	 
	Section 4.02	 	Selection of Securities to be Redeemed
	 	 	24	 
	 	 	 
	 	 	 	 
	Section 4.03	 	Notice of Redemption
	 	 	25	 
	 	 	 
	 	 	 	 
	Section 4.04	 	Deposit of Redemption Price
	 	 	25	 
	 	 	 
	 	 	 	 
	Section 4.05	 	Securities Payable on Redemption Date
	 	 	26	 
	 	 	 
	 	 	 	 
	Section 4.06	 	Securities Redeemed in Part
	 	 	26	 






i









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	ARTICLE V

SINKING FUNDS

	 	 	 
	 	 	 	 
	Section 5.01	 	Applicability of Sinking Fund
	 	 	26	 
	 	 	 
	 	 	 	 
	Section 5.02	 	Mandatory Sinking Fund Obligation
	 	 	27	 
	 	 	 
	 	 	 	 
	Section 5.03	 	Optional Redemption at Sinking Fund Redemption Price
	 	 	27	 
	 	 	 
	 	 	 	 
	Section 5.04	 	Application of Sinking Fund Payment
	 	 	27	 
	 	 	 
	 	 	 	 
	ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY

	 	 	 
	 	 	 	 
	Section 6.01	 	Payments of Principal, Premium and Interest
	 	 	28	 
	 	 	 
	 	 	 	 
	Section 6.02	 	Maintenance of Office or Agency; Paying Agent
	 	 	29	 
	 	 	 
	 	 	 	 
	Section 6.03	 	To Hold Payment in Trust
	 	 	29	 
	 	 	 
	 	 	 	 
	Section 6.04	 	Merger, Consolidation and Sale of Assets
	 	 	31	 
	 	 	 
	 	 	 	 
	Section 6.05	 	Compliance Certificate
	 	 	31	 
	 	 	 
	 	 	 	 
	Section 6.06	 	Conditional Waiver by Holders of Securities
	 	 	32	 
	 	 	 
	 	 	 	 
	Section 6.07	 	Statement by Officers as to Default
	 	 	32	 
	 	 	 
	 	 	 	 
	ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS

	 	 	 
	 	 	 	 
	Section 7.01	 	Events of Default
	 	 	32	 
	 	 	 
	 	 	 	 
	Section 7.02	 	Acceleration; Rescission and Annulment
	 	 	34	 
	 	 	 
	 	 	 	 
	Section 7.03	 	Other Remedies
	 	 	35	 
	 	 	 
	 	 	 	 
	Section 7.04	 	Trustee as Attorney-in-Fact
	 	 	36	 
	 	 	 
	 	 	 	 
	Section 7.05	 	Priorities
	 	 	36	 
	 	 	 
	 	 	 	 
	Section 7.06	 	Control by Securityholders; Waiver of Past Defaults
	 	 	37	 
	 	 	 
	 	 	 	 
	Section 7.07	 	Limitation on Suits
	 	 	38	 
	 	 	 
	 	 	 	 
	Section 7.08	 	Undertaking for Costs
	 	 	38	 
	 	 	 
	 	 	 	 
	Section 7.09	 	Remedies Cumulative; Delay or Omission Not Waiver
	 	 	38	 
	 	 	 
	 	 	 	 
	ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

	 	 	 
	 	 	 	 
	Section 8.01	 	Evidence of Action of Securityholders
	 	 	39	 
	 	 	 
	 	 	 	 
	Section 8.02	 	Proof of Execution or Holding of Securities
	 	 	39	 
	 	 	 
	 	 	 	 
	Section 8.03	 	Persons Deemed Owners
	 	 	40	 






ii









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	Section 8.04	 	Effect of Consents
	 	 	40	 
	 	 	 
	 	 	 	 
	ARTICLE IX

SECURITYHOLDERS’ MEETINGS

	 	 	 
	 	 	 	 
	Section 9.01	 	Purposes of Meetings
	 	 	41	 
	 	 	 
	 	 	 	 
	Section 9.02	 	Call of Meetings by Trustee
	 	 	41	 
	 	 	 
	 	 	 	 
	Section 9.03	 	Call of Meetings by Company or Securityholders
	 	 	41	 
	 	 	 
	 	 	 	 
	Section 9.04	 	Qualifications for Voting
	 	 	41	 
	 	 	 
	 	 	 	 
	Section 9.05	 	Regulation of Meetings
	 	 	42	 
	 	 	 
	 	 	 	 
	Section 9.06	 	Voting
	 	 	42	 
	 	 	 
	 	 	 	 
	Section 9.07	 	No Delay of Rights by Meeting
	 	 	43	 
	 	 	 
	 	 	 	 
	ARTICLE X

REPORTS BY THE COMPANY AND THE TRUSTEE AND SECURITYHOLDERS’ LISTS

	 	 	 
	 	 	 	 
	Section 10.01	 	Reports by Trustee
	 	 	43	 
	 	 	 
	 	 	 	 
	Section 10.02	 	Reports by the Company
	 	 	43	 
	 	 	 
	 	 	 	 
	Section 10.03	 	Securityholders’ Lists
	 	 	44	 
	 	 	 
	 	 	 	 
	ARTICLE XI

CONCERNING THE TRUSTEE

	 	 	 
	 	 	 	 
	Section 11.01	 	Rights of Trustees; Compensation and Indemnity
	 	 	44	 
	 	 	 
	 	 	 	 
	Section 11.02	 	Duties of Trustee
	 	 	47	 
	 	 	 
	 	 	 	 
	Section 11.03	 	Notice of Defaults
	 	 	48	 
	 	 	 
	 	 	 	 
	Section 11.04	 	Eligibility; Disqualification
	 	 	49	 
	 	 	 
	 	 	 	 
	Section 11.05	 	Resignation and Notice; Removal
	 	 	49	 
	 	 	 
	 	 	 	 
	Section 11.06	 	Successor Trustee by Appointment
	 	 	50	 
	 	 	 
	 	 	 	 
	Section 11.07	 	Successor Trustee by Merger
	 	 	51	 
	 	 	 
	 	 	 	 
	Section 11.08	 	Right to Rely on Officer’s Certificate
	 	 	52	 
	 	 	 
	 	 	 	 
	Section 11.09	 	Appointment of Authenticating Agent
	 	 	52	 
	 	 	 
	 	 	 	 
	Section 11.10	 	Communications by Securityholders with Other Securityholders
	 	 	53	 
	 	 	 
	 	 	 	 
	ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE

	 	 	 
	 	 	 	 
	Section 12.01	 	Applicability of Article
	 	 	53	 
	 	 	 
	 	 	 	 
	Section 12.02	 	Satisfaction and Discharge of Indenture
	 	 	53	 






iii









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	Section 12.03	 	Defeasance upon Deposit of Moneys or Government Obligations
	 	 	54	 
	 	 	 
	 	 	 	 
	Section 12.04	 	Repayment to Company
	 	 	55	 
	 	 	 
	 	 	 	 
	Section 12.05	 	Indemnity for Government Obligations
	 	 	55	 
	 	 	 
	 	 	 	 
	Section 12.06	 	Deposits to Be Held in Escrow
	 	 	56	 
	 	 	 
	 	 	 	 
	Section 12.07	 	Application of Trust Money
	 	 	56	 
	 	 	 
	 	 	 	 
	Section 12.08	 	Deposits of Non-U.S. Currencies
	 	 	57	 
	 	 	 
	 	 	 	 
	ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS

	 	 	 
	 	 	 	 
	Section 13.01	 	No Personal Liability
	 	 	57	 
	 	 	 
	 	 	 	 
	ARTICLE XIV

SUPPLEMENTAL INDENTURES

	 	 	 
	 	 	 	 
	Section 14.01	 	Without Consent of Securityholders
	 	 	57	 
	 	 	 
	 	 	 	 
	Section 14.02	 	With Consent of Securityholders; Limitations
	 	 	59	 
	 	 	 
	 	 	 	 
	Section 14.03	 	Trustee Protected
	 	 	60	 
	 	 	 
	 	 	 	 
	Section 14.04	 	Effect of Execution of Supplemental Indenture
	 	 	61	 
	 	 	 
	 	 	 	 
	Section 14.05	 	Notation on or Exchange of Securities
	 	 	61	 
	 	 	 
	 	 	 	 
	Section 14.06	 	Conformity with TIA
	 	 	61	 
	 	 	 
	 	 	 	 
	ARTICLE XV

SUBORDINATION OF SECURITIES

	 	 	 
	 	 	 	 
	Section 15.01	 	Agreement to Subordinate
	 	 	61	 
	 	 	 
	 	 	 	 
	Section 15.02	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities
	 	 	61	 
	 	 	 
	 	 	 	 
	Section 15.03	 	No Payment on Securities in Event of Default on Senior Indebtedness
	 	 	63	 
	 	 	 
	 	 	 	 
	Section 15.04	 	Payments on Securities Permitted
	 	 	63	 
	 	 	 
	 	 	 	 
	Section 15.05	 	Authorization of Securityholders to Trustee to Effect Subordination
	 	 	64	 
	 	 	 
	 	 	 	 
	Section 15.06	 	Notices to Trustee
	 	 	64	 
	 	 	 
	 	 	 	 
	Section 15.07	 	Trustee as Holder of Senior Indebtedness
	 	 	64	 
	 	 	 
	 	 	 	 
	Section 15.08	 	Modifications of Terms of Senior Indebtedness
	 	 	65	 
	 	 	 
	 	 	 	 
	Section 15.09	 	Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	65	 
	 	 	 
	 	 	 	 
	Section 15.10	 	Satisfaction and Discharge; Defeasance and Covenant Defeasance
	 	 	65	 
	 	 	 
	 	 	 	 
	Section 15.11	 	Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	65	 






iv









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	ARTICLE XVI

MISCELLANEOUS PROVISIONS

	 	 	 
	 	 	 	 
	Section 16.01	 	Certificates and Opinions as to Conditions Precedent
	 	 	66	 
	 	 	 
	 	 	 	 
	Section 16.02	 	Trust Indenture Act Controls
	 	 	67	 
	 	 	 
	 	 	 	 
	Section 16.03	 	Notices to the Company and Trustee
	 	 	67	 
	 	 	 
	 	 	 	 
	Section 16.04	 	Notices to Securityholders; Waiver
	 	 	68	 
	 	 	 
	 	 	 	 
	Section 16.05	 	Legal Holiday
	 	 	68	 
	 	 	 
	 	 	 	 
	Section 16.06	 	Effects of Headings and Table of Contents
	 	 	68	 
	 	 	 
	 	 	 	 
	Section 16.07	 	Successors and Assigns
	 	 	68	 
	 	 	 
	 	 	 	 
	Section 16.08	 	Severability
	 	 	68	 
	 	 	 
	 	 	 	 
	Section 16.09	 	Benefits of Indenture
	 	 	69	 
	 	 	 
	 	 	 	 
	Section 16.10	 	Counterparts
	 	 	69	 
	 	 	 
	 	 	 	 
	Section 16.11	 	Governing Law; Waiver of Trial by Jury
	 	 	69	 
	 	 	 
	 	 	 	 
	Section 16.12	 	Force Majeure
	 	 	69	 
	 	 	 
	 	 	 	 
	EXHIBITS	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	EXHIBIT A	 	Form of Security
	 	 	 	 






v








 





     INDENTURE dated as of June 15, 2010, between PALL CORPORATION, a New York corporation (the
“Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee
(the “Trustee”).



WITNESSETH:




     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the
“Securities”) in an unlimited aggregate principal amount to be issued from time to time in
one or more series as provided in this Indenture; and



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     That, in consideration of the premises and the purchase of the Securities by the Holders (as
defined below) thereof for the equal and proportionate benefit of all of the present and future
Holders of the Securities, each party agrees and covenants as follows:



ARTICLE I




DEFINITIONS



     Section 1.01 Definitions.



          (a) Unless otherwise defined in this Indenture or the context otherwise requires, all terms
used herein shall have the meanings assigned to them in the Trust Indenture Act.




          (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b) shall for
all purposes of this Indenture have the meanings hereinafter set forth, the following definitions
to be equally applicable to both the singular and the plural forms of any of the terms herein
defined:




          “Affiliate” means, with respect to any specified Person, 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” has the meaning provided in Section 11.09.




          “Authorized Officers” means the Chief Executive Officer, Chief Financial Officer,
Treasurer, Controller or Secretary of the Company.




          “Bankruptcy Code” means Title 11 of the United States Code.




 









 





          “Board of Directors” means either the board of directors of the Company or the
executive or any other committee of that board duly authorized to act in respect hereof.




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




          “Business Day” means, when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, any day except a Saturday,
Sunday or any other day on which commercial banks in such Place of Payment or other location are
authorized or obligated by law or executive order to close.




          “Capital Stock” means:





          (1) in the case of a corporation, corporate stock;




          (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




          (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




          (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.



          “Code” means the Internal Revenue Code of 1986 as in effect on the date hereof.




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




          “Company Order” means a written request or order signed in the name of the Company by
any of the Authorized Officers and delivered to the Trustee.




          “Corporate Trust Office,” or other similar term, means the principal office of the
Trustee at which at any particular time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, 8W, New York, New York 10286,
Attention: Corporate Trust Administration, 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 officer of
any successor Trustee (or such other address as such successor Trustee may designate from time to
time by notice to the Holders and the Company).




          “Currency” means U.S. Dollars or Foreign Currency.




2









 





          “Currency Determination Agent” has the meaning provided in Section 3.11(d).




          “Default” has the meaning provided in Section 11.03.




          “Defaulted Interest” has the meaning provided in Section 3.08(b).




          “Depositary” means, with respect to the Securities of any series issuable in whole or
in part in the form of one or more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than one
such Person, “Depositary” as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Securities of that series.




          “Designated Currency” has the meaning provided in Section 3.11.




          “Discharged” has the meaning provided in Section 12.03.




          “Event of Default” has the meaning provided in Section 7.01.




          “Exchange Act” means the Securities Exchange Act of 1934.




          “Exchange Rate” has the meaning provided in Section 3.11(d).




          “Floating Rate Security” means a Security that provides for the payment of interest at
a variable rate determined periodically by reference to an interest rate index specified pursuant
to Section 3.01.




          “Foreign Currency” means a currency issued by the government of any country other than
the United States or a composite currency, the value of which is determined by reference to the
values of the currencies of any group of countries.




          “GAAP” means, with respect to any computation required or permitted hereunder, shall
mean (i) generally accepted accounting principles in effect in the United States as in effect from
time to time, including, without limitation, those set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the accounting profession
or (ii) such other generally accepted accounting principles as the Company may in the future adopt
for purposes of financial statement reporting.




          “Global Security” means any Security that evidences all or part of a series of
Securities, issued in fully-registered certificated form to the Depositary for such series in
accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(f).




          “Government Obligations” means securities that 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




3









 




States the timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, that, in either case under clauses (i) or (ii) are not callable or
redeemable at the option of the issuer thereof, and shall also include a depositary 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 depositary 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 depositary 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 depositary receipt.




          “Holder,” “Holder of Securities,” “Securityholder” or other similar
terms mean the Person in whose name Securities shall be registered in the Register.




          “Indebtedness” means any and all obligations of a Person for money borrowed which, in
accordance with GAAP, would be reflected on the balance sheet of such Person as a liability on the
date as of which Indebtedness is to be determined.




          “Indenture” means this instrument and all 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 3.01.




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




          “Mandatory Sinking Fund Payment” has the meaning provided in Section 5.01(b).




          “Maturity” means, with respect to any Security, the date on which the principal of
such Security shall become due and payable as therein and herein provided, whether by declaration,
call for redemption or otherwise.




          “Members” has the meaning provided in Section 3.03(h).




          “Notice of Default” has the meaning provided in Section 7.01(d).




          “Officer’s Certificate” means a certificate signed by any of the Authorized Officers
and delivered to the Trustee. Each such certificate shall include the statements provided for in
Section 16.01 if and to the extent required by the provisions of such Section.




          “Opinion of Counsel” means an opinion in writing reasonably acceptable to the Trustee
signed by legal counsel, who may be an employee of or counsel to the Company or who may be other
counsel, that meets the applicable requirements provided for in Section 16.01.




          “Optional Sinking Fund Payment” has the meaning provided in Section 5.01(b).




          “Original Issue Discount Security” means any Security that is issued with “original
issue discount” within the meaning of

Section 1273(a) of the Code and the regulations




4









 




thereunder and any other Security designated by the Company as issued with original issue
discount for United States federal income tax purposes.




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





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




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




          (3) Securities that have been paid pursuant to Section 3.07(b) or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to a Responsible Officer of the Trustee proof satisfactory to it that such
Securities are held by a protected purchaser in whose hands such Securities are valid
obligations of the Company;



          provided, however, that in determining whether the Holders of the requisite
principal amount of Securities of a series Outstanding have performed any action (including the
making of any demand or request, the giving of any notice, consent or waiver or the taking of any
other action) hereunder, Securities owned by the Company or any other obligor upon the Securities
of such series or any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding unless the Company, such Affiliate or such other obligor owns all of
such Securities, except that, in determining whether the Trustee shall be protected in relying upon
any such action, only Securities of such series that a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon such Securities or any Affiliate of the Company or of such other obligor.
In case of a dispute as to such right, the decision of the Trustee upon the advice of counsel
shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to
the Trustee promptly an Officer’s Certificate listing and identifying all such Debt Securities, if
any, known by the Company to be owned or held by or for the account of any of the above described
Persons; and, subject to the provisions of Section 11.01, the Trustee shall be entitled to accept
such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact
that all such Debt Securities not listed therein are Outstanding for the purpose of any such
determination. In determining whether the Holders of the requisite principal amount of Outstanding
Securities of a series have performed any action hereunder, the principal amount of an Original
Issue Discount Security that shall be deemed to




5









 




be Outstanding for such purpose shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 7.02 and the principal amount of a Security denominated in a Foreign
Currency that shall be deemed to be Outstanding for such purpose shall be the amount calculated
pursuant to Section 3.11(b).




          “Paying Agent” means any Person authorized by the Company to pay the principal of,
premium, if any, or interest on any Securities on behalf of the Company. The Company may act as
Paying Agent with respect to Securities of any series issued hereunder.




          “Person” shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a joint stock company, a trust, an unincorporated organization or a
government or an agency or political subdivision thereof.




          “Place of Payment” has the meaning provided in Section 3.01(h).




          “Predecessor Security” means, with respect to any Security, 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 3.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.




          “Record Date” means, with respect to any interest payable on any Security on any
Interest Payment Date, the close of business on such date specified in such Security for the
payment of interest pursuant to Section 3.01.




          “Redemption Date” means, when used with respect to any Security to be redeemed, in
whole or in part, the date fixed for such redemption by or pursuant to this Indenture and the terms
of such Security, which, in the case of a Floating Rate Security, unless otherwise specified
pursuant to Section 3.01, shall be an Interest Payment Date only.




          “Redemption Price” means, when used with respect to any Security to be redeemed, in
whole or in part, the price at which it is to be redeemed pursuant to the terms of the Security and
this Indenture.




          “Register” has the meaning provided in Section 3.05(a).




          “Registrar” has the meaning provided in Section 3.05(a).




          “Responsible Officer” means, with respect to the Trustee, any officer assigned to the
Corporate Trust Department (or any successor division or unit) of the Trustee located at the
Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration
of this Indenture, and any other officer of the Trustee to whom any corporate trust matter is
referred because of such officer’s knowledge of and familiarity with the particular subject.




          “SEC” means the Securities and Exchange Commission, as constituted from time to time.




6









 





          “Securities Act” means the Securities Act of 1933.




          “Security” or “Securities” means any security or securities, as the case may
be, duly authenticated by the Trustee and delivered under this Indenture.




          “Security Custodian” means the custodian with respect to any Global Security appointed
by the Depositary, or any successor Person thereto, and shall initially be the Paying Agent.




          “Senior Indebtedness” means the principal of, premium, if any, or interest on (x)
Indebtedness of the Company, whether outstanding on the date hereof or thereafter created,
incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of the Company
which when incurred, and without respect to any election under Section 1111(b) of the Bankruptcy
Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its
Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes, (e)
Trade Payables and (f) any Indebtedness of the Company which is expressly subordinate in right of
payment to any other Indebtedness of the Company, and (y) renewals, extensions, modifications and
refundings of any such Indebtedness. For purposes of the foregoing and the definition of
“Senior Indebtedness,” the phrase “subordinated in right of payment” means debt
subordination only and not lien subordination, and accordingly, (i) unsecured indebtedness shall
not be deemed to be subordinated in right of payment to secured indebtedness merely by virtue of
the fact that it is unsecured, and (ii) junior liens, second liens and other contractual
arrangements that provide for priorities among Holders of the same or different issues of
indebtedness with respect to any collateral or the proceeds of collateral shall not constitute
subordination in right of payment. This definition may be modified or superseded by a supplemental
indenture.




          “Special Record Date” has the meaning provided in Section 3.08(b)(i).




          “Stated Maturity” means, when used with respect to any Security or any installment of
interest thereon, the date specified in such Security as the fixed date on which the principal (or
any portion thereof) of or premium, if any, on such Security or such installment of interest is due
and payable.




          “Subsidiary” means, when used with respect to any Person:





          (1) any corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency and after giving effect to any voting agreement
or stockholders’ agreement that effectively transfers voting power) to vote in the election
of directors, managers or trustees of the corporation, association or other business entity
that is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and




          (2) any partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or any
combination thereof).



7









 





     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.



          “Successor Company” has the meaning provided in Section 3.06(i).




          “Trade Payables” means accounts payable or any other Indebtedness or monetary
obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company
in the ordinary course of business (including guarantees thereof or instruments evidencing such
liabilities).




          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.




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




          “U.S. Dollars” or “$”means such currency of the United States as at the time
of payment shall be legal tender for the payment of public and private debts.




          “United States” shall mean the United States of America (including the States and the
District of Columbia), its territories and its possessions and other areas subject to its
jurisdiction.




     Section 1.02 Rules of Construction. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:



          (a) 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;




          (b) references to “Article” or “Section” or other subdivision herein are
references to an Article, Section or other subdivision of the Indenture, unless the context
otherwise requires; and




          (c) references to any agreement, instrument, statute or regulation defined or referred to
herein or in any instrument establishing the terms of any Securities (or executed in connection
therewith) are references to such agreement, instrument, statute or regulation as from time to time
amended, modified, supplemented or replaced, including (in the case of agreements or instruments)
by waiver or consent and by succession of comparable successor agreements, instruments, statutes or
regulations.




8









 





ARTICLE II



FORMS OF SECURITIES



     Section 2.01 Form Generally.



          (a) The Securities of each series shall be substantially in the form set forth in Exhibit A
attached hereto or as shall be established pursuant to a Company Order or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification 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 securities exchange on which any series of the Securities may
be listed or of any automated quotation system on which any such series may be quoted, or to
conform to usage, all as determined by the officers executing such Securities as conclusively
evidenced by their execution of such Securities.




          (b) The terms and provisions of the Securities shall constitute, and are hereby expressly
made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture expressly agree to such terms and provisions and to
be bound thereby.




     Section 2.02 Form of Trustee’s Certificate of Authentication.



          (a) Only such of the Securities as shall bear thereon a certificate substantially in the form
of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by
manual signature, shall be valid or become obligatory for any purpose or entitle the Holder thereof
to any right or benefit under this Indenture.




          (b) Each Security shall be dated the date of its authentication.




          (c) The form of the Trustee’s certificate of authentication to be borne by the Securities
shall be substantially as follows:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	Date of authentication:                      	[NAME OF TRUSTEE],
as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



9









 






     Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating
Agent. If at any time there shall be an Authenticating Agent appointed with respect to any
series of Securities, then the Trustee’s certificate of authentication by such Authenticating Agent
to be borne by Securities of each such series shall be substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	Date of authentication:                      	[NAME OF TRUSTEE],
as Trustee

 	 
	 	By:  	[NAME OF AUTHENTICATING AGENT]
as Authenticating Agent
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



ARTICLE III



THE DEBT SECURITIES




     Section 3.01 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 from time to time in one or more series. There shall be set forth in a
Company Order or in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:



          (a) the title of the Securities of the series (which shall distinguish the Securities of such
series from the Securities of all other series, except to the extent that additional Securities of
an existing series are being issued);




          (b) 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 transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to
Section 3.04, 3.06, 3.07, 4.06, or 14.05);




          (c) the dates on which or periods during which the Securities of the series may be issued, and
the dates on, or the range of dates within, which the principal of and premium, if any, on the
Securities of such series are or may be payable or the method by which such date or dates shall be
determined or extended;




          (d) 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




10









 




such interest shall accrue, or the method by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable, and the Record Dates for the
determination of Holders to whom interest is payable on such Interest Payment Dates or the method
by which such date or dates shall be determined, the right, if any, to extend or defer interest
payments and the duration of such extension or deferral;




          (e) if other than U.S. Dollars, the Currency in which Securities of the series shall be
denominated or in which payment of the principal of, premium, if any, or interest on the Securities
of the series shall be payable and any other terms applicable thereto;




          (f) if the amount of payment of principal of, premium, if any, or interest on, the Securities
of the series may be determined with reference to an index, formula or other method including, but
not limited to, an index based on a Currency or Currencies other than that in which the Securities
are stated to be payable, the manner in which such amounts shall be determined;




          (g) if the principal of, premium, if any, or interest on, Securities of the series are to be
payable, at the election of the Company or a Holder thereof, in a Currency other than that in which
the Securities are denominated or stated to be payable without such election, the period or periods
within which, and the terms and conditions upon which, such election may be made and the time and
the manner of determining the Exchange Rate (in addition to or in lieu of the provision set forth
in Section 3.11) between the Currency in which the Securities are denominated or payable without
such election and the Currency in which the Securities are to be paid if such election is made;




          (h) the place or places, if any, in addition to or instead of the Corporate Trust Office of
the Trustee where the principal of, premium, if any, and interest on Securities of the series shall
be payable, and where Securities of any series may be presented for registration of transfer,
exchange or conversion, and the place or places where notices and demands to or upon the Company in
respect of the Securities of such series may be made (each such place, the “Place of
Payment”);




          (i) the price or prices at which, the period or periods within which or the date or dates on
which, and the 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 that option;




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




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




11









 





          (l) if other than the principal amount thereof, the portion of the principal amount of the
Securities of the series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 7.02;




          (m) whether the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be issued;




          (n) provisions, if any, for the defeasance of Securities of the series in whole or in part and
any addition or change in the provisions related to satisfaction and discharge;




          (o) whether the Securities of the series are to be issued in whole or in part in the form of
one or more Global Securities and, in such case, (i) the Depositary for such Global Security or
Securities, (ii) the form of legend in addition to or in lieu of that in Section 3.03(f) which
shall be borne by such Global Security and (iii) the terms and conditions, if any, upon which
interests in such Global Security or Securities may be exchanged in whole or in part for the
individual Securities represented thereby;




          (p) the date as of which any Global Security of the series shall be dated if other than the
original issuance of the first Security of the series to be issued;




          (q) the form of the Securities of the series;




          (r) if the Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and conditions upon which
such Securities shall be so convertible or exchangeable, and any additions or changes, if any, to
permit or facilitate such conversion or exchange;




          (s) whether the Securities of such series are subject to subordination and the terms of such
subordination;




          (t) whether the Securities of such series shall be secured;




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




          (v) any addition or change in the provisions related to compensation and reimbursement of the
Trustee which applies to Securities of such series;




          (w) any addition or change in the provisions related to supplemental indentures set forth in
Sections 14.02 and 14.04 which applies to Securities of such series;




          (x) provisions, if any, granting special rights to Holders upon the occurrence of specified
events;




          (y) any addition to or change in the Events of Default which applies to any Securities of the
series and any change in the right of the Trustee or the requisite Holders of such Securities to
declare the principal amount thereof due and payable pursuant to Section 7.02




12









 




and any addition or change in the provisions set forth in Article VII which applies to
Securities of the series;




          (z) any addition to or change in the covenants set forth in Article VI which applies to
Securities of the series; and




          (aa) any other terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 14.01, but which may modify
or delete any provision of this Indenture insofar as it applies to such series), including any
terms which may be required by or advisable under the laws of the United States or regulations
thereunder or advisable (as determined by the Company) in connection with the marketing of
Securities of the series.




          All Securities of any one series shall be substantially identical, except as to denomination
and except as may otherwise be provided herein or set forth in a Company Order or in one or more
indentures supplemental hereto.




          Section 3.02 Denominations. In the absence of any specification pursuant to Section
3.01 with respect to Securities of any series, the Securities of such series shall be issuable only
as Securities in denominations of any integral multiple of $1,000, and shall be payable only in
U.S. Dollars.




     Section 3.03 Execution, Authentication, Delivery and Dating.



          (a) The Securities shall be executed in the name and on behalf of the Company by any of the
Authorized Officers. Such signatures may be the manual or facsimile signatures of the present or
any future such officer. If the Person whose signature is on a Security no longer holds that
office at the time the Security is authenticated and delivered, the Security shall nevertheless be
valid.




          (b) 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, if required pursuant to Section 3.01, a supplemental indenture or Company Order
setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate
and deliver such Securities without any further action by the Company. The Company Order shall
specify the principal amount of Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated.




          (c) In authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and
(subject to Section 11.02) shall be fully protected in relying upon an Officer’s Certificate and an
Opinion of Counsel, each prepared in accordance with Section 16.01 stating that the conditions
precedent, if any, provided for in the Indenture have been complied with.




          (d) The Trustee shall have the right to decline to authenticate and deliver the Securities
under this Section 3.03 if the issue of the Securities pursuant to this Indenture will




13









 




affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture
or otherwise.




          (e) Each Security shall be dated the date of its authentication.




          (f) If the Company shall establish pursuant to Section 3.01 that the Securities of a series
are to be issued in whole or in part in the form of one or more Global Securities, then the Company
shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Securities, (ii) shall be registered, if
in registered form, in the name of the Depositary for such Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary’s instruction and (iv) shall bear a legend substantially to the following
effect:





UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



     The aggregate principal amount of each Global Security may from time to time be increased
or decreased by adjustments made on the records of the Security Custodian, as provided in this
Indenture.



          (g) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered
form must, at the time of its designation and at all times while it serves as such Depositary, be a
clearing agency registered under the Exchange Act and any other applicable statute or regulation.




          (h) Members of, or participants in, the Depositary (“Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by the Depositary or
by the Security Custodian under such Global Security, and the Depositary may be treated by the
Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their
agents from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Members, the operation of customary
practices of the Depositary governing the exercise of the rights of an owner of a beneficial
interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Members and Persons that may hold interests through Members, to
take any action that a Holder is entitled to take under this Indenture or the Securities.




          (i) 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 one of the forms provided for herein duly executed by the Trustee or by an




14









 




Authenticating Agent by manual signature of an authorized signatory of the Trustee, 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.




     Section 3.04 Temporary Securities.



          (a) 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 that are
printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such temporary Securities may determine, as conclusively
evidenced by their execution of such temporary Securities. Any such temporary Security may be in
global form, representing all or a portion of the Outstanding Securities of such series. Every
such temporary Security shall be executed by the Company and shall be authenticated and delivered
by the Trustee upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Security or Securities in lieu of which it is issued.




          (b) If temporary Securities of any series are issued, the Company shall cause definitive
Securities of such 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 such temporary Securities at the office
or agency maintained by the Company in a Place of Payment for such purposes provided in Section
6.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the same series of
authorized denominations and of like tenor. 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.




          (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this Section 3.04 or
Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so exchanged and
endorsed.




     Section 3.05 Registrar and Paying Agent.



          (a) The Company shall keep, at an office or agency to be maintained by it in a Place of
Payment where Securities may be presented for registration or presented and surrendered for
registration of transfer or of exchange, and where Securities of any series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable (the
“Registrar”), a security register for the registration and the registration of transfer or
of exchange of the Securities (the registers maintained in such office and in any other office or
agency of the




15









 




Company in a Place of Payment being herein sometimes collectively referred to as the
“Register”), as in this Indenture provided, which Register shall at all reasonable times be
open for inspection by the Trustee. Such Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. The Company may have one or
more co-Registrars; the term “Registrar” includes any co-registrar.




          (b) The Company shall enter into an appropriate agency agreement with any Registrar or
co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the name and address
of each such agent. If the Company fails to maintain a Registrar for any series, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant to Section 11.01.
The Company or any Affiliate thereof may act as Registrar, co-Registrar or transfer agent.




          (c) The Company hereby appoints the Trustee at its Corporate Trust Office as Registrar in
connection with the Securities and this Indenture, until such time as another Person is appointed
as such in replacement of the Trustee as such. No Person shall at any time be appointed as or act
as Registrar unless such Person is at such time empowered under applicable law to act as such
Registrar.




     Section 3.06 Transfer and Exchange.



          (a) Transfer.





          (i) Upon surrender for registration of transfer of any Security of any series at the
Registrar, the Company shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee, one or more new
Securities of the same series for like aggregate principal amount of any authorized
denomination or denominations. The transfer of any Security shall not be valid as against
the Company or the Trustee unless registered at the Registrar at the request of the Holder,
or at the request of his, her or its attorney duly authorized in writing.




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



          (b) Exchange.





          (i) At the option of the Holder, Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Securities of the same
series for like aggregate principal amount of any authorized denomination or denominations,
upon surrender of the Securities to be exchanged at the Registrar.



16









 






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



          (c) Exchange of Global Securities for Individual Securities. Except as provided below, owners
of beneficial interests in Global Securities shall not be entitled to receive individual
Securities.





          (i) Individual Securities shall be issued to all owners of beneficial interests in a
Global Security in exchange for such interests if: (A) at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.03(g) and, in each
case, a successor Depositary is not appointed by the Company within 90 days of such notice,
or (B) the Company executes and delivers to the Trustee and the Registrar an Officer’s
Certificate stating that such Global Security shall be so exchangeable.




          In connection with the exchange of an entire Global Security for individual Securities
pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Securities of such
series, shall authenticate and deliver to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in such Global Security, an equal aggregate
principal amount of individual Securities of authorized denominations.




          (ii) The owner of a beneficial interest in a Global Security shall be entitled to
receive an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and Registrar of
instructions from the Holder of a Global Security directing the Security Custodian and
Registrar to (x) issue one or more individual Securities in the amounts specified to the
owner of a beneficial interest in such Global Security and (y) debit or cause to be debited
an equivalent amount of beneficial interest in such Global Security, subject to the rules
and regulations of the Depositary:




          (A) the Security Custodian and Registrar shall notify the Company and
the Trustee of such instructions, identifying the owner and amount of such
beneficial interest in such Global Security;




          (B) the Company shall promptly execute and the Trustee, upon receipt of
a Company Order for the authentication and delivery of individual Securities
of such series, shall authenticate and deliver to such beneficial owner
individual Securities in an equivalent amount to such beneficial interest in
such Global Security; and



17









 






          (C) the Security Custodian and Registrar shall decrease such Global
Security by such amount in accordance with the foregoing. In the event that
the individual Securities are not issued to each such beneficial owner
promptly after the Registrar has received a request from the Holder of a
Global Security to issue such individual Securities, the Company expressly
acknowledges, with respect to the right of any Holder to pursue a remedy
pursuant to Section 7.07, the right of any beneficial Holder of Securities
to pursue such remedy with respect to the portion of the Global Security
that represents such beneficial Holder’s Securities as if such individual
Securities had been issued.




          (iii) If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series of Securities may surrender a Global Security for
such series of Securities in exchange in whole or in part for individual Securities of such
series on such terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without service
charge,




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




          (B) to such Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of individual Securities
delivered to Holders thereof.




          (iv) In any exchange provided for in clauses (i) through (iii), the Company shall
execute and the Trustee shall authenticate and deliver individual Securities in registered
form in authorized denominations.




          (v) Upon the exchange in full of a Global Security for individual Securities, such
Global Security shall be cancelled by the Trustee. Individual Securities issued in exchange
for a Global Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.



          (d) 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 for such registration of transfer or exchange.




18









 





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




          (f) No service charge shall be made for any registration of transfer or exchange of
Securities. The Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than those expressly provided in this Indenture to be made at the
Company’s own expense or without expense or charge to the Holders.




          (g) The Company shall not be required to (i) register, transfer or exchange Securities of any
series during a period beginning at the opening of business 15 calendar days before the day of the
transmission of a notice of redemption of Securities of such series selected for redemption under
Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.




          (h) Prior to the due presentation for registration of transfer or exchange of any Security,
the Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents
may deem and treat the Person in whose name a Security is registered as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for all purposes whatsoever, and none of the Company, the
Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents shall be affected
by any notice to the contrary.




          (i) In case a successor Company (“Successor Company”) has executed an indenture
supplemental hereto with the Trustee pursuant to Article XIV, any of the Securities authenticated
or delivered pursuant to such transaction may, from time to time, at the request of the Successor
Company, be exchanged for other Securities executed in the name of the Successor Company with such
changes in phraseology and form as may be appropriate, but otherwise identical to the Securities
surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of
the Successor Company, shall authenticate and deliver Securities as specified in such Company Order
for the purpose of such exchange. If Securities shall at any time be authenticated and delivered
in any new name of a Successor Company pursuant to this Section 3.06 in exchange or substitution
for or upon registration of transfer of any Securities, such Successor Company, at the option of
the Holders but without expense to them, shall provide for the exchange of all Securities at the
time Outstanding for Securities authenticated and delivered in such new name.




          (j) Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in
violation of any provision of this Indenture and/or applicable United States federal or state
securities laws.




19









 





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




          (l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary.




     Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.



          (a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office
or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Security, and there is delivered to the Company and the Trustee security or
indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by a protected
purchaser, then the Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a
new Security of the same series and of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding, and neither gain nor loss in interest shall result from
such exchange or substitution.




          (b) 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
the amount due on such Security in accordance with its terms.




          (c) Upon the issuance of any new Security under this Section 3.07, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
respect thereto and any other expenses (including the fees and expenses of the Trustee) in
connection therewith.




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




          (e) The provisions of this Section 3.07 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.




20









 





     Section 3.08 Payment of Interest; Interest Rights Preserved.



          (a) Interest on any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the Record Date for such interest
notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the
Record Date. Payment of interest on Securities shall be made at the Corporate Trust Office (except
as otherwise specified pursuant to Section 3.01) or, at the option of the Company, by check mailed
to the address of the Person entitled thereto as such address shall appear in the Register or, in
accordance with arrangements satisfactory to the Trustee, by wire transfer to an account designated
by the Holder.




          (b) Any interest on any Security 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 Holder on the relevant Record Date by virtue of his, her or its having
been such a Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (i) or (ii) below:





          (i) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Securities (or their respective Predecessor Securities) are registered at
the close of business on a special record date for the payment of such Defaulted Interest (a
“Special Record Date”), 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 such Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as 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 calendar days and
not less than 10 calendar days prior to the date of the proposed payment and not less than
10 calendar days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holders of such Securities at their addresses as they appear in the
Register, not less than 10 calendar days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Securities (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 (ii).




          (ii) The Company may make payment of any Defaulted Interest on Securities in any other
lawful manner not inconsistent with the requirements of any securities exchange on which
such Securities may be listed or of any automated quotation system on which any such
Securities may be quoted, and upon such notice as may be



21









 






required by such exchange or quotation system, as applicable, 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.



          (c) Subject to the foregoing provisions in this Section 3.08, each Security delivered under
this Indenture in exchange or substitution for, or upon registration of transfer of, any other
Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.




     Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for
Securities of any series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly
cancelled by it and, if surrendered to the Trustee, shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. 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. The Trustee shall dispose of all cancelled Securities held
by it in accordance with its then customary procedures, unless otherwise directed by a Company
Order, and deliver a certificate of such disposal to the Company upon its request therefor. The
acquisition of any Securities by the Company shall not operate as a redemption or satisfaction of
the Indebtedness represented thereby unless and until such Securities are surrendered to the
Trustee for cancellation.



     Section 3.10 Computation of Interest. Except as otherwise specified pursuant to
Section 3.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



     Section 3.11 Currency of Payments in Respect of Securities.



          (a) The Company may provide pursuant to Section 3.01 for Securities of any series that (i) the
obligation, if any, of the Company to pay the principal of, premium, if any, and interest on, the
Securities of any series in a Foreign Currency or U.S. Dollars (the “Designated Currency”)
as may be specified pursuant to Section 3.01 is of the essence and agrees that, to the fullest
extent possible under applicable law, judgments in respect of such Securities shall be given in the
Designated Currency; (ii) the obligation of the Company to make payments in the Designated Currency
of the principal of and premium, if any, and interest on such Securities shall, notwithstanding any
payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to
the extent of the amount in the Designated Currency that the Holder receiving such payment may, in
accordance with normal banking procedures, purchase with the sum paid in such other Currency (after
any premium and cost of exchange) on the business day in the country of issue of the Designated
Currency or in the international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment; (iii) if the amount in
the Designated Currency that may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (iv) any obligation




22









 




of the Company not discharged by such payment shall be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full force and effect.
Notwithstanding the foregoing, unless otherwise specified pursuant to Section 3.01 for Securities
of any series, payment of the principal of, premium, if any, and interest on, Securities of such
series shall be made in U.S. Dollars.




          (b) If the principal of, premium, if any, or interest on any Security is payable in a Foreign
Currency and such Currency is not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company, the
Company shall be entitled to satisfy its obligations to Holders of the Securities by making such
payment in U.S. Dollars in an amount equivalent of the amount payable in such other Currency at the
Exchange Rate as determined pursuant to clause (d) below. Notwithstanding any provisions to the
contrary herein, any payment made under such circumstances in U.S. Dollars where the required
payment is in a Currency other than U.S. Dollars shall not constitute an Event of Default under
this Indenture.




          (c) For purposes of any provision of the Indenture where the Holders of Outstanding Securities
may perform an action that requires that a specified percentage of the Outstanding Securities of
all series perform such action and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal of, premium, if any, and interest on, the Securities of
all series in respect of which moneys are to be disbursed ratably, the principal of, premium, if
any, and interest on, the Outstanding Securities denominated in a Foreign Currency shall be the
amount in U.S. Dollars based upon the Exchange Rate as determined pursuant to clause (d) below (or
as specified pursuant to Section 3.01, if applicable) for Securities of such series, as of the date
for determining whether the Holders entitled to perform such action have performed it or as of the
date of such decision or determination by the Trustee, as the case may be.




          (d) Any decision or determination to be made regarding the Exchange Rate shall be made by the
Company or an agent appointed by the Company (the Company, in such capacity, or such agent, the
“Currency Determination Agent”); provided that such agent shall accept such
appointment in writing and the terms of such appointment shall, in the opinion of the Company at
the time of such appointment, require such agent to make such determination by a method consistent
with the method provided pursuant to Section 3.01 for the making of such decision or determination.
Unless otherwise specified pursuant to Section 3.01, “Exchange Rate” shall mean, for any
Currency, the highest firm bid quotation for U.S. Dollars received by the Currency Determination
Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date (or, if no such rate is quoted on such date, the last date on which such
rate was quoted), from three recognized foreign exchange dealers in the City of New York selected
by the Currency Determination Agent and approved by the Company (one of which may be the Currency
Determination Agent) for the purchase by the quoting dealer, for settlement on such payment date,
of the aggregate amount of such Currency payable on such payment date in respect of the Securities
of a series denominated in such Currency; provided that, notwithstanding the foregoing, the
Currency Determination Agent may use the noon buying rate in New York City for cable transfers for
any Currency as the applicable Exchange Rate, as such rate is reported or otherwise made available
by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then
available, on the basis of




23









 




the most recently available rate. All decisions and determinations of such agent regarding
the Exchange Rate shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee and all Holders of the Securities.




     Section 3.12 CUSIP Numbers. The Company in issuing any Securities may use CUSIP, ISIN
or other similar numbers, if then generally in use, and thereafter with respect to such series, the
Trustee may use such numbers in any notice of redemption or exchange, as a convenience to Holders,
with respect to such series; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Company shall promptly notify the Trustee of any change in the
CUSIP, ISIN or other similar numbers.



ARTICLE IV




REDEMPTION OF SECURITIES



     Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other
than pursuant to a sinking fund, amortization or analogous provision) permitted by the terms of any
series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for
Securities of any series) in accordance with this Article; provided, however, that
if any such terms of a series of Securities shall conflict with any provision of this Article, the
terms of such series shall govern.



     Section 4.02 Selection of Securities to be Redeemed.



          (a) If the Company shall at any time elect to redeem all or any portion of the Securities of a
series then Outstanding, it shall at least 15 calendar days (or such shorter period acceptable to
the Trustee) prior to the date the notice of redemption is to be mailed, notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select either pro rata, by lot or in such other manner as the Trustee shall deem appropriate
(subject to the procedures of the Depositary) and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series; provided
that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security.
In any case where more than one Security of such series is registered in the same name, the Trustee
may treat the aggregate principal amount so registered as if it were represented by one Security of
such series. The Trustee shall, as soon as practicable, notify the Company in writing of the
Securities and portions of Securities so selected.




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




24









 





     Section 4.03 Notice of Redemption.



          (a) Notice of redemption 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, not less than 30 nor more than 60 calendar
days prior to the Redemption Date, to the Holders of Securities of any series to be redeemed in
whole or in part pursuant to this Article, in the manner provided in Section 16.04;
provided that the Trustee be provided with the draft notice at least 15 days prior to
sending such notice of redemption. Any notice given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder receives such notice.
Failure to give such notice, or any defect in such notice to the Holder of any Security of a series
designated for redemption, in whole or in part, shall not affect the sufficiency of any notice of
redemption with respect to the Holder of any other Security of such series.




          (b) All notices of redemption shall identify the Securities to be redeemed (including CUSIP,
ISIN or other similar numbers, if available) and shall state:





          (i) such election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such series in a
Company Order or a supplemental indenture establishing such series, if such be the case;




          (ii) the Redemption Date;




          (iii) the Redemption Price;




          (iv) if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the
Securities of such series to be redeemed;




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




          (vi) the Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price; and




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



     Section 4.04 Deposit of Redemption Price. On or prior to 11:00 a.m., New York City
time, on the Redemption Date for any Securities, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 6.03) an amount of money in the Currency in which such Securities are
denominated (except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of
such Securities or any portions thereof that are to be redeemed on that date.



25









 





     Section 4.05 Securities Payable on Redemption Date. If notice of redemption has been
given as above provided, any Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price and from and after such date (unless the
Company shall Default in the payment of the Redemption Price) such Securities shall cease to bear
interest, and, except as provided in Section 12.07, such Securities shall cease from and after the
Redemption Date to be entitled to any benefit or security under the Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to receive the
Redemption Price thereof and unpaid interest to the Redemption Date. 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; provided, however, that (unless otherwise provided
pursuant to Section 3.01) installments of interest that have a Stated Maturity on or prior to the
Redemption Date for such Securities shall be payable according to the terms of such Securities and
the provisions of Section 3.08.



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



     Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in
part shall be surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed by the Holder thereof or his, her or its
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 like tenor and form, 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; provided that if a Global Security is so
surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the
Depositary for such Global Security, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered. In the case of a Security providing appropriate space for such notation,
at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of the redeemed
portion thereof.



ARTICLE V




SINKING FUNDS



     Section 5.01 Applicability of Sinking Fund.



          (a) Redemption of Securities permitted or required pursuant to a sinking fund for the
retirement of Securities of a series by the terms of such series of Securities shall be made in
accordance with such terms of such series of Securities and this Article, except as otherwise
specified pursuant to Section 3.01 for Securities of such series; provided,
however, that if any such terms of a series of Securities shall conflict with any provision
of this Article, the terms of such series shall govern.




26









 





          (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein
referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of
Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject to
reduction as provided in Section 5.02.




     Section 5.02 Mandatory Sinking Fund Obligation. The Company may, at its option,
satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a
particular series of Securities by (a) delivering to the Trustee Securities of such series in
transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the
election of the Company pursuant to Section 4.03 or (b) receiving credit for Securities of such
series (not previously so credited) acquired by the Company and theretofore delivered to the
Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount
equal to the 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.
If the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it shall
deliver to the Trustee not less than 45 calendar days prior to the relevant sinking fund payment
date a written notice signed on behalf of the Company by any of its Authorized Officers, which
shall designate the Securities (and portions thereof, if any) so delivered or credited and which
shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable
form. In case of the failure of the Company, at or before the time so required, to give such
notice and deliver such Securities, the Mandatory Sinking Fund Payment obligation shall be paid
entirely in moneys.



     Section 5.03 Optional Redemption at Sinking Fund Redemption Price. In addition to the
sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a
particular series of Securities, the Company may, at its option, make an Optional Sinking Fund
Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the
extent that the right of the Company to make such Optional Sinking Fund Payment is not exercised in
any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such
optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment
obligation as to Securities of the same series. If the Company intends to exercise its right to
make such optional payment in any year, it shall deliver to the Trustee not less than 45 calendar
days prior to the relevant sinking fund payment date a certificate signed by any of its Authorized
Officers, stating that the Company shall exercise such optional right, and specifying the amount
which the Company shall pay on or before the next succeeding sinking fund payment date. Such
certificate shall also state that no Event of Default has occurred and is continuing.



     Section 5.04 Application of Sinking Fund Payment.



          (a) If the sinking fund payment or payments made in funds pursuant to either Section 5.02 or
5.03 with respect to a particular series of Securities plus any unused balance of any preceding
sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser
sum if the Company shall so request, or such equivalent sum for Securities denominated other than
in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next
following the date of such payment; provided that, if the date of such payment




27









 




shall be a sinking fund payment date, such payment shall be applied on such sinking fund
payment date to the redemption of Securities of such series at the Redemption Price specified
pursuant to Section 4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for
redemption on such sinking fund payment date, a sufficient principal amount of Securities of such
series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the
Company, thereupon cause notice of redemption, prepared by the Company, of the Securities to be
given in substantially the manner provided in Section 4.03(a) for the redemption of Securities in
part at the option of the Company, except that the notice of redemption shall also state that the
Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the
Trustee to the redemption of Securities of such series shall be added to the next sinking fund
payment received in funds by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by the
Trustee on the last sinking fund payment date with respect to Securities of such series, and not
held for the payment or redemption of particular Securities of such series, shall be applied by the
Trustee to the payment of the principal of the Securities of such series at Maturity.




          (b) On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum
equal to all interest accrued to but not including the date fixed for redemption on Securities to
be redeemed on such sinking fund payment date pursuant to this Section 5.04.




          (c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail
any notice of redemption of Securities of such series by operation of the sinking fund during the
continuance of a Default in payment of interest on any Securities of such series or of any Event of
Default (other than an Event of Default occurring as a consequence of this paragraph) of which the
Trustee has actual knowledge, except that if the notice of redemption of any Securities of such
series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Securities if funds sufficient for that purpose shall be deposited with the
Trustee in accordance with the terms of this Article. Except as above provided, any moneys in the
sinking fund at the time any such Default or Event of Default shall occur and any moneys thereafter
paid into the sinking fund shall, during the continuance of such Default or Event of Default, be
held as security for the payment of all the Securities of such series; provided,
however, that in case such Default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on
which such moneys are required to be applied pursuant to the provisions of this Section 5.04.




ARTICLE VI




PARTICULAR COVENANTS OF THE COMPANY



     The Company hereby covenants and agrees as follows:



     Section 6.01 Payments of Principal, Premium and Interest. The Company, for the
benefit of each series of Securities, shall duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on, each series of Securities, at the dates and place
and in the manner provided in the Securities and in this Indenture.



28









 





     Section 6.02 Maintenance of Office or Agency; Paying Agent.



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




          (b) The Company may also from time to time designate different or additional offices or
agencies where the Securities of any series may be presented or surrendered for any or all such
purposes (in or outside of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligations described in the preceding paragraph. The
Company shall give prompt written notice to the Trustee of any such additional designation or
rescission of designation and of any change in the location of any such different or additional
office or agency. The Company shall enter into an appropriate agency agreement with any Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the name and address
of each such agent. The Company or any Affiliate thereof may act as Paying Agent.




     Section 6.03 To Hold Payment in Trust.



          (a) If the Company or an Affiliate thereof shall at any time act as Paying Agent with respect
to any series of Securities, then, on or before the date on which the principal of and premium, if
any, or interest on any of the Securities of that series by their terms or as a result of the
calling thereof for redemption shall become payable, the Company or such Affiliate shall segregate
and hold in trust for the benefit of the Holders of such Securities or the Trustee a sum sufficient
to pay such principal and premium, if any, or interest which shall have so become payable until
such sums shall be paid to such Holders or otherwise disposed of as herein provided, and shall
notify the Trustee of its action or failure to act in that regard.




          Upon any proceeding under the Bankruptcy Code or any applicable state bankruptcy laws with
respect to the Company or any Affiliate thereof, if the Company or such Affiliate is then acting as
Paying Agent, the Trustee shall promptly replace the Company or such Affiliate as Paying Agent.




          (b) If the Company shall appoint, and at the time have, a Paying Agent for the payment of the
principal of and premium, if any, or interest on any series of Securities, then prior to 11:00
a.m., New York City time, on the date on which the principal of and premium, if any, or interest on
any of the Securities of that series shall become payable as above provided, whether by their terms
or as a result of the calling thereof for redemption, the Company shall deposit with such Paying
Agent a sum sufficient to pay such principal and premium, if any, or interest, such




29









 




sum to be held in trust for the benefit of the Holders of such Securities or the Trustee, and
(unless such Paying Agent is the Trustee), the Company or any other obligor of such Securities
shall promptly notify the Trustee of its payment or failure to make such payment.




          (c) If the Paying Agent shall be other than the Trustee, the Company shall cause such Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 6.03, that such Paying Agent shall:





          (i) comply with the provisions of the Trust Indenture Act applicable to it as Paying
Agent;




          (ii) hold all moneys held by it for the payment of the principal of and premium, if
any, or interest on the Securities of that series in trust for the benefit of the Holders of
such Securities until such sums shall be paid to such Holders or otherwise disposed of as
herein provided;




          (iii) give to the Trustee notice of any Default by the Company or any other obligor
upon the Securities of that series in the making of any payment of the principal of and
premium, if any, or interest on the Securities of that series; and




          (iv) at any time during the continuance of any such Default, upon the written request
of the Trustee, pay to the Trustee all sums so held in trust by such Paying Agent.



          (d) Anything in this Section 6.03 to the contrary notwithstanding, the Company may at any
time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or
by any Paying Agent other than the Trustee as required by this Section 6.03, 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 a Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such moneys.




          (e) 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 and premium, if any, or interest on any Security of any
series and remaining unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall be paid to the Company upon Company Order along with any interest
that has accumulated thereon as a result of such money being invested at the direction of the
Company (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 amounts 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 Agent before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the City of




30









 




New York, notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 calendar days from the date of such publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.




     Section 6.04 Merger, Consolidation and Sale of Assets. Except as otherwise provided
as contemplated by Section 3.01 with respect to any series of Securities:



          (a) The Company shall not consolidate with any other entity or accept a merger of any other
entity into the Company or permit the Company to be merged into any other entity, or sell other
than for cash or lease all or substantially all its assets to another entity, or purchase all or
substantially all the assets of another entity, unless (i) either the Company shall be the
continuing entity, or the successor, transferee or lessee entity (if other than the Company) is a
corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and
shall expressly assume, by indenture supplemental hereto, executed and delivered by such entity
prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual
payment of the principal of, premium, if any, or interest on all the Securities, according to their
tenor, and the due and punctual performance and observance of all other obligations to the Holders
and the Trustee under this Indenture or under the Securities to be performed or observed by the
Company; and (ii) immediately after such consolidation, merger, sale, lease or purchase the Company
or the successor, transferee or lessee entity (if other than the Company) would not be in Default
in the performance of any covenant or condition of this Indenture. A purchase by a Subsidiary of
all or substantially all of the assets of another entity shall not be deemed to be a purchase of
such assets by the Company.




          (b) Upon any consolidation with or merger into any other entity, or any sale other than for
cash, or any conveyance or lease of all or substantially all of the assets of the Company in
accordance with this Section 6.04, the successor entity formed by such consolidation or into or
with which the Company is merged or to which the Company is sold or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor entity had
been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Company shall be relieved of all obligations and covenants under this Indenture and the Securities,
and from time to time such entity may exercise each and every right and power of the Company under
this Indenture, in the name of the Company, or in its own name; and any act or proceeding by any
provision of this Indenture required or permitted to be done by the Board of Directors or any
officer of the Company may be done with like force and effect by the like board of directors or
officer of any entity that shall at the time be the successor of the Company hereunder. In the
event of any such sale or conveyance, but not any such lease, the Company (or any successor entity
which shall theretofore have become such in the manner described in this Section 6.04) shall be
discharged from all obligations and covenants under this Indenture and the Securities and may
thereupon be dissolved and liquidated.




     Section 6.05 Compliance Certificate. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company shall furnish to the Trustee
annually, within 120 days after the end of each fiscal year of the Company, a brief certificate
from the principal executive officer, principal financial officer, principal accounting officer or
treasurer as to his or her knowledge of the Company’s compliance with all conditions and



31









 




covenants under this Indenture (which compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture) and, in the event of any
Default, specifying each such Default and the nature and status thereof of which such person may
have knowledge. Such certificates need not comply with Section 16.01 of this Indenture.




     Section 6.06 Conditional Waiver by Holders of Securities. Anything in this Indenture
to the contrary notwithstanding, the Company may fail or omit in any particular instance to comply
with a covenant or condition set forth herein with respect to any series of Securities if the
Company shall have obtained and filed with the Trustee, prior to the time of such failure or
omission, evidence (as provided in Article VIII) of the consent of the Holders of a majority in
aggregate principal amount of the Securities of such series affected by such waiver and at the time
Outstanding, either waiving such compliance in such instance or generally waiving compliance with
such covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, or impair any right consequent thereon and, until such
waiver shall have become effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.



     Section 6.07 Statement by Officers as to Default. The Company shall deliver to the
Trustee as soon as possible and in any event within 30 calendar days after the Company becomes
aware of the occurrence of any Event of Default or an event which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth
the details of such Event of Default or Default and the action which the Company proposes to take
with respect thereto.



ARTICLE VII




REMEDIES OF TRUSTEE AND SECURITYHOLDERS



     Section 7.01 Events of Default. Except where otherwise indicated by the context or
where the term is otherwise defined for a specific purpose, the term “Event of Default” as
used in this Indenture with respect to Securities of any series shall mean one of the following
described events unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the manner contemplated in Section 3.01:



          (a) the failure of the Company to pay any installment of interest on any Security of such
series when and as the same shall become payable, which failure shall have continued unremedied for
a period of 30 calendar days;




          (b) the failure of the Company to pay the principal of and premium, if any, on any Security of
such series, when and as the same shall become payable, whether at Maturity as therein expressed,
by call for redemption (otherwise than pursuant to a sinking fund), by declaration as authorized by
this Indenture or otherwise;




          (c) the failure of the Company to pay a sinking fund installment, if any, when and as the same
shall become payable by the terms of a Security of such series, which failure shall have continued
unremedied for a period of 30 calendar days;




32









 





          (d) the failure of the Company, subject to the provisions of Section 6.06, to perform any
covenants or agreements contained in this Indenture, including any indenture supplemental hereto
pursuant to which the Securities of such series were issued as contemplated by Section 3.01 (other
than a covenant or agreement which has been expressly included in this Indenture solely for the
benefit of a series of Securities other than that series and other than a covenant or agreement a
default in the performance of which is elsewhere in this Section 7.01 specifically addressed),
which failure shall not have been remedied, or without provision deemed to be adequate for the
remedying thereof having been made, for a period of 90 calendar days after written notice shall
have been given to the Company by the Trustee or shall have been given to the Company and the
Trustee by Holders of not less than 25% in aggregate principal amount of the Securities of such
series then Outstanding, specifying such failure, requiring the Company to remedy the same and
stating that such notice is a “Notice of Default” hereunder;




          (e) a
default in the payment of any principal on any Indebtedness of the Company (other than Indebtedness owing to any of its
Subsidiaries), whether such Indebtedness now exists or shall
hereafter be created, at the stated final maturity thereof or the
occurrence  of any other default resulting in the acceleration prior
to the stated maturity thereof in a principal amount in excess of $50,000,000 (or the foreign currency
equivalent at the time), if such Indebtedness is not discharged or such acceleration is not
rescinded or annulled within 30 days after written notice shall have been given to the Company by
the Trustee or shall have been given to the Company and the Trustee by Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding, specifying such
failure and stating that such notice is a Notice of Default, provided that any Event of
Default pursuant to this subsection shall be deemed cured or waived, without any further action by
the Company or any other Person, if such other default is cured by the Company or waived by the
holders of such Indebtedness;




          (f) the entry by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under the Bankruptcy Code or
any applicable state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree
or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company
under any applicable federal or state law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator, or other similar official of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order for relief or any such other decree or order unstayed and in effect for
a period of 60 consecutive calendar days;




          (g) the commencement by the Company of a voluntary case or proceeding under the Bankruptcy
Code or any applicable state bankruptcy, insolvency, reorganization, or other similar law or of any
other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or proceeding
under the Bankruptcy Code or any applicable state bankruptcy, insolvency, reorganization, or other
similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief with
respect to the Company under the Bankruptcy Code or any applicable state bankruptcy, insolvency,
reorganization, or other similar law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian,




33









 




receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the
Company or of any substantial part of its property pursuant to any such law, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or




          (h) the occurrence of any other Event of Default with respect to Securities of such series as
provided in Section 3.01.




     Section 7.02 Acceleration; Rescission and Annulment.



          (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, if any one or more of the above-described Events of Default (other than an Event of
Default specified in Section 7.01(f) or 7.01(g)) shall happen with respect to Securities of any
series at the time Outstanding, then, and in each and every such case, during the continuance of
any such Event of Default, the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding may declare the principal (or, if the
Securities of that series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of and all accrued but unpaid interest on
all the Securities of such series then Outstanding to be due and payable immediately by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable. If an Event of
Default specified in Section 7.01(f) or 7.01(g) occurs and is continuing, then in every such case,
the principal amount of all of the Securities of that series then Outstanding shall automatically,
and without any declaration or any other action on the part of the Trustee or any Holder, become
due and payable immediately. Upon payment of such amounts in the Currency in which such Securities
are denominated (subject to Section 3.11 and except as otherwise provided pursuant to Section
3.01), all obligations of the Company in respect of the payment of principal of and interest on the
Securities of such series shall terminate.




          (b) At any time after such a declaration of acceleration with respect to the 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 Event of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and
annulled, if:





          (i) the Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to Section 3.11 and except as
otherwise provided pursuant to Section 3.01) sufficient to pay:




          (A) all amounts owing to the Trustee and any predecessor trustee
hereunder under Section 11.01(a) (provided, however, that
all sums payable under this clause (A) shall be paid in U.S. Dollars);



34









 






          (B) all arrears of interest, if any, upon all the Securities of such
series (with interest, to the extent that interest thereon shall be legally
enforceable, on any overdue installment of interest at the rate borne by
such Securities at the rate or rates prescribed therefor in such
Securities); and




          (C) the principal of and premium, if any, on any Securities of such
series that have become due otherwise than by such declaration of
acceleration and interest thereon;




          (ii) every other Default and Event of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 7.06.



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



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



     Section 7.03 Other Remedies. If the Company shall fail for a period of 30 calendar
days to pay any installment of interest on the Securities of any series or shall fail to pay the
principal of and premium, if any, on any of the Securities of such series when and as the same
shall become due and payable, whether at Maturity, or by call for redemption (other than pursuant
to the sinking fund), by declaration as authorized by this Indenture, or otherwise, or shall fail
for a period of 30 calendar days to make any required sinking fund payment as to a series of
Securities, then, upon demand of the Trustee, the Company shall pay to the Paying Agent, for the
benefit of the Holders of Securities of such series then Outstanding, the whole amount which then
shall have become due and payable on all the Securities of such series, with interest on the
overdue principal and premium, if any, and (so far as the same may be legally enforceable) on the
overdue installments of interest at the rate borne by the Securities of such series, and all
amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a).



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the



35









 




Securities of such series, and collect the moneys adjudged or decreed to be payable out of the
property of the Company or any other obligor upon the Securities of such series, wherever situated,
in the manner provided by law. Every recovery of judgment in any such action or other proceeding,
subject to the payment to the Trustee of all amounts owing the Trustee and any predecessor trustee
hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series of
Securities which shall be the subject of such action or proceeding. All rights of action upon or
under any of the Securities or this Indenture may be enforced by the Trustee without the possession
of any of the Securities and without the production of any thereof at any trial or any proceeding
relative thereto.




     Section 7.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each
and every Holder of the Securities, by receiving and holding the same, shall be conclusively deemed
to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with authority
to make or file (whether or not the Company shall be in Default in respect of the payment of the
principal of, or interest on, any of the Securities), in its own name and as trustee of an express
trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other
obligor upon the Securities or to their respective creditors or property, any and all claims,
proofs of claim, proofs of debt, petitions, consents, other papers and documents and amendments of
any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any
predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding
and to collect and receive any moneys or other property payable or deliverable on any such claim,
and to execute and deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce in any such
proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of
such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or
debtor in any such proceeding is hereby authorized, and each and every Holder of the Securities, by
receiving and holding the same, shall be conclusively deemed to have authorized any such receiver,
assignee, trustee, custodian or debtor, to make any such payment or delivery only to or on the
order of the Trustee, and to pay to the Trustee any amount due it and any predecessor trustee
hereunder under Section 11.01(a); provided, however, that nothing herein contained
shall be deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of
any Holder of Securities, any plan of reorganization or readjustment affecting the Securities or
the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the
claim of any Holder of any Securities in any such proceeding.



     Section 7.05 Priorities. Any moneys or properties collected by the Trustee, or, after
an Event of Default, any moneys or other property distributable in respect of the Company’s
obligations under this Indenture, in either case with respect to a series of Securities under this
Article VII shall be applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such moneys or properties and, in the case of the distribution of such moneys
or properties on account of the Securities of any series, upon presentation of the Securities of
such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof,
if fully paid:



36









 





          First: To the payment of all amounts due to the Trustee and any predecessor trustee under
Section 11.01(a).




          Second: In case the principal of the Outstanding Securities of such series shall not have
become due and be unpaid, to the payment of interest on the Securities of such series, in the
chronological order of the Maturity of the installments of such interest, with interest (to the
extent that such interest has been collected by the Trustee) upon the overdue installments of
interest at the rate borne by such Securities, such payments to be made ratably to the Persons
entitled thereto.




          Third: In case the principal of the Outstanding Securities of such series shall have become
due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the
Securities of such series for principal and premium, if any, and interest, with interest on the
overdue principal and premium, if any, and (to the extent that such interest has been collected by
the Trustee) upon overdue installments of interest at the rate borne by the Securities of such
series, and in case such moneys shall be insufficient to pay in full the whole amounts so due and
unpaid upon the Securities of such series, then to the payment of such principal and premium, if
any, and interest without preference or priority of principal and premium, if any, over interest,
or of interest over principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other Security of such series,
ratably to the aggregate of such principal and premium, if any, and accrued and unpaid interest.




          Fourth: Any surplus then remaining shall be paid to the Company, its successors or assigns, or
to whomsoever may be determined by a court of competent jurisdiction to be so entitled.




     Section 7.06 Control by Securityholders; Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities of any series at the time Outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to
the Securities of such series; provided, however, that, subject to the provisions
of Section 11.02, the Trustee shall have the right to decline to follow any such direction if the
Trustee being advised by counsel determines that the action so directed may not lawfully be taken
or would involve the Trustee in personal liability. Prior to any declaration accelerating the
Maturity of the Securities of any series, the Holders of a majority in aggregate principal amount
of such series of Securities at the time Outstanding may on behalf of the Holders of all of the
Securities of such series waive any past Default or Event of Default hereunder and its consequences
except a Default in the payment of interest or any premium on or the principal of the Securities of
such series. Upon any such waiver, the Company, the Trustee and the Holders of the Securities of
such series shall be restored to their former positions and rights hereunder, respectively;
provided that no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 7.06, said Default or Event of Default shall
for all purposes of the Securities of such series and this Indenture be deemed to have been cured
and to be not continuing.



37









 





     Section 7.07 Limitation on Suits. No Holder of any Security of any series shall have
any right to institute any action, suit or proceeding at law or in equity for the execution of any
trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each
case with respect to an Event of Default with respect to such series of Securities, unless (i) such
Holder previously shall have given to the Trustee written notice of one or more of the Events of
Default herein specified with respect to such series of Securities, (ii) the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have
requested the Trustee in writing to take action in respect of the matter complained of, (iii) there
shall have been offered to the Trustee security and indemnity satisfactory to it against the costs,
expenses and liabilities to be incurred therein or thereby, and (iv) the Trustee, for 60 calendar
days after receipt of such notification, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; and such notification, request and offer
of indemnity are hereby declared in every such case to be conditions precedent to any such action,
suit or proceeding by any Holder of any Security of such series; it being understood and intended
that no one or more of the Holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner
herein provided, and that every action, suit or proceeding at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the equal benefit of all Holders of the
Outstanding Securities of such series; provided, however, that nothing in this
Indenture or in the Securities of such series shall affect or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any, and interest on, the
Securities of such series to the respective Holders of such Securities at the respective due dates
in such Securities stated, or affect or impair the right, which is also absolute and unconditional,
of such Holders to institute suit to enforce the payment thereof.



     Section 7.08 Undertaking for Costs. All parties to this Indenture and each Holder of
any Security, by such Holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the enforcement of any right
or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or
proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such action, suit or proceeding, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section 7.08 shall not apply to any action, suit or
proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any one or
more Holders of Securities holding in the aggregate more than 10% in principal amount of the
Securities of any series Outstanding, or to any action, suit or proceeding instituted by any Holder
of Securities of any series for the enforcement of the payment of the principal of, premium, if
any, or the interest on, any of the Securities of such series, on or after the respective due dates
expressed in such Securities.



     Section 7.09 Remedies Cumulative; Delay or Omission Not Waiver. No remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities of any series is intended
to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute. No delay or omission of the Trustee or of any Holder of the



38









 




Securities of any series to exercise any right or power accruing upon any Default or Event of
Default shall impair any such right or power or shall be construed to be a waiver of any such
Default or Event of Default or an acquiescence therein; and every power and remedy given by this
Article VII to the Trustee and to the Holders of Securities of any series, respectively, may be
exercised from time to time and as often as may be deemed expedient by the Trustee or by the
Holders of Securities of such series, as the case may be. In case the Trustee or any Holder of
Securities of any series shall have proceeded to enforce any right under this Indenture and the
proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason, or shall have been adjudicated adversely to the Trustee or to such Holder
of Securities, then and in every such case, subject to any determinations in such proceedings, the
Company, the Trustee and the Holders of the Securities of such series shall severally and
respectively be restored to their former positions and rights hereunder, and thereafter all rights,
remedies and powers of the Trustee and the Holders of the Securities of such series shall continue
as though no such proceedings had been taken, except as to any matters so waived or adjudicated.




ARTICLE VIII




CONCERNING THE SECURITYHOLDERS



     Section 8.01 Evidence of Action of Securityholders. Whenever in this Indenture it is
provided that the Holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the Holders of such specified percentage or
majority have joined therein may be evidenced by (a) any instrument or any number of instruments of
similar tenor executed by Securityholders in person, by an agent or by a proxy appointed in
writing, including through an electronic system for tabulating consents operated by the Depositary
for such series or otherwise (such action becoming effective, except as herein otherwise expressly
provided, when such instruments or evidence of electronic consents are delivered to the Trustee
and, where it is hereby expressly required, to the Company), or (b) by the record of the Holders of
Securities voting in favor thereof at any meeting of Securityholders duly called and held in
accordance with the provisions of Article IX, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Securityholders.



     Section 8.02 Proof of Execution or Holding of Securities. Proof of the execution of
any instrument by a Securityholder or his, her or its agent or proxy and proof of the holding by
any Person of any of the Securities shall be sufficient if made in the following manner:



          (a) The fact and date of the execution by any Person of any such instrument may be proved (i)
by the certificate of any notary public or other officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments or proof of deeds to be recorded within such
jurisdiction, that the Person who signed such instrument did acknowledge before such notary public
or other officer the execution thereof, or (ii) by the affidavit of a witness of such execution
sworn to before any such notary or other officer. Where such execution is by a Person
acting in other than his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his or her authority.




39









 





          (b) The ownership of Securities of any series shall be proved by the Register of such
Securities or by a certificate of the Registrar for such series.




          (c) The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.




          (d) The Trustee may require such additional proof of any matter referred to in this Section
8.02 as it shall deem appropriate or necessary, so long as the request is a reasonable one.




          (e) If the Company shall solicit from the Holders of Securities of any series any action, the
Company may, at its option fix in advance a record date for the determination of Holders of
Securities entitled to take such action, but the Company shall have no obligation to do so. Any
such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the Holders of Securities
of record at the close of business on such record date shall be deemed to be Holders of Securities
for the purpose of determining whether Holders of the requisite proportion of Outstanding
Securities of such series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such record date.




     Section 8.03 Persons Deemed Owners.



          (a) The Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name any 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 Section 3.08) 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. All payments made to any Holder, or upon his, her or its order, shall be
valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability
for moneys payable upon such Security.




          (b) None of the Company, the Trustee, any Paying Agent or the Registrar shall have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.




     Section 8.04 Effect of Consents. After an amendment, supplement, waiver or other
action becomes effective as to any series of Securities, a consent to it by a Holder of such series
of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent
Holder of the same Securities or portion thereof, and of any Security issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on
any such Security. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.



40









 





ARTICLE IX



SECURITYHOLDERS’ MEETINGS



     Section 9.01 Purposes of Meetings. A meeting of Securityholders of any or all series
may be called at any time and from time to time pursuant to the provisions of this Article IX for
any of the following purposes:



          (a) to give any notice to the Company or to the Trustee, or to give any directions to the
Trustee, or to consent to the waiving of any Default or Event of Default hereunder and its
consequences, or to take any other action authorized to be taken by Securityholders pursuant to any
of the provisions of Article VIII;




          (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of
Article XI;




          (c) to consent to the execution of an Indenture or of indentures supplemental hereto pursuant
to the provisions of Section 14.02; or




          (d) to take any other action authorized to be taken by or on behalf of the Holders of any
specified aggregate principal amount of the Securities of any one or more or all series, as the
case may be, under any other provision of this Indenture or under applicable law.




     Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting
of all Securityholders of all series that may be affected by the action proposed to be taken, to
take any action specified in Section 9.01, to be held at such time and at such place as the Trustee
shall determine. Notice of every meeting of the Securityholders of a series, setting forth the
time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed to Holders of Securities of such series at their addresses as they shall
appear on the Register. Such notice shall be mailed not less than 20 nor more than 90 calendar
days prior to the date fixed for the meeting.



     Section 9.03 Call of Meetings by Company or Securityholders. In case at any time the
Company or the Holders of at least 10% in aggregate principal amount of the Securities of a series
(or of all series, as the case may be) then Outstanding that may be affected by the action proposed
to be taken shall have requested the Trustee to call a meeting of Securityholders of such series
(or of all series), by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20
days after receipt of such request, then the Company or such Securityholders may determine the time
and the place for such meeting and may call such meeting to take any action authorized in Section
9.01, by mailing notice thereof as provided in Section 9.02.



     Section 9.04 Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders, a Person shall (a) be a Holder of one or more Securities affected by the action
proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be
present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such



41









 




meeting and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.




     Section 9.05 Regulation of Meetings.



          (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to
proof of the holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem fit.




          (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Securityholders as provided
in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case
may be, shall in like manner appoint a temporary chair. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.




          (c) At any meeting of Securityholders of a series, each Securityholder of such series of such
Securityholder’s proxy shall be entitled to one vote for each $1,000 principal amount of Securities
of such series Outstanding held or represented by him or her; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities of such series held by him
or her or instruments in writing as aforesaid duly designating him or her as the Person to vote on
behalf of other Securityholders. At any meeting of the Securityholders duly called pursuant to the
provisions of Section 9.02 or 9.03, the presence of Persons holding or representing Securities in
an aggregate principal amount sufficient to take action upon the business for the transaction of
which such meeting was called shall be necessary to constitute a quorum, and any such meeting may
be adjourned from time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.




     Section 9.06 Voting. The vote upon any resolution submitted to any meeting of
Securityholders of a series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts of the Securities of such series held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Securityholders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the principal amounts of the Securities voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the



42









 




permanent chairman and secretary of the meeting and one of the duplicates shall be delivered
to the Company and the other to the Trustee to be preserved by the Trustee.




     Any record so signed and verified shall be conclusive evidence of the matters therein stated.



     Section 9.07 No Delay of Rights by Meeting. Nothing contained in this Article IX
shall be deemed or construed to authorize or permit, by reason of any call of a meeting of
Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to
the Trustee or to the Securityholders of such series under any of the provisions of this Indenture
or of the Securities of such series.



ARTICLE X




REPORTS BY THE COMPANY AND THE TRUSTEE AND

SECURITYHOLDERS’ LISTS



     Section 10.01 Reports by Trustee.



          (a) So long as any Securities are Outstanding, the Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided therein. If required by Section
313(a) of the TIA, the Trustee shall, within 60 calendar days after each May 15 following the date
of this Indenture deliver to Holders a brief report, dated as of such June 15, which complies with
the provisions of such Section 313(a).




          (b) The Trustee shall, at the time of the transmission to the Holders of Securities of any
report pursuant to the provisions of this Section 10.01, file a copy of such report with each
securities exchange upon which the Securities are listed or each automated quotation system on
which the Securities are quoted, if any, and also with the SEC in respect of a Security listed and
registered on a national securities exchange or automated quotation system, if any. The Company
agrees to notify the Trustee when, as and if the Securities become listed or delisted on any
securities exchange or admitted to trading on any automated quotation system and of any delisting
thereof.




     The Company shall reimburse the Trustee for all expenses incurred in the preparation and
transmission of any report pursuant to the provisions of this Section 10.01 and of Section 10.02.



     Section 10.02 Reports by the Company. The Company shall file with the Trustee and the
SEC, and transmit to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided that, any such information, documents or
reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall
be filed with the Trustee within 30 calendar days after the same is filed with the SEC;
provided further that the filing of the reports specified in Section 13 or 15(d) of
the Exchange Act by an entity that is the direct or indirect parent of the Company shall satisfy
the requirements of this Section 10.02 so long as such entity is an obligor or guarantor on the
Securities; provided



43









 




further that the reports of such entity shall not be required to include condensed
consolidating financial information for the Company in a footnote to the financial statements of
such entity.




     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates). It is expressly understood that materials transmitted
electronically by the Company to the Trustee shall be deemed filed with the Trustee for purposes of
this Section 10.02.



     Section 10.03 Securityholders’ Lists. The Company covenants and agrees that it shall
furnish or cause to be furnished to the Trustee:



          (a) semi-annually, within 15 calendar days after each Record Date, but in any event not less
frequently than semi-annually, a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of Securities to which such Record Date applies, as of such
Record Date, and




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



provided, however, that so long as the Trustee shall be the Registrar, such lists
shall not be required to be furnished.




ARTICLE XI




CONCERNING THE TRUSTEE



     Section 11.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the
trusts created by this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the Holders from time to time of the Securities agree:



          (a) The Trustee shall be entitled to such compensation as the Company and the Trustee shall
from time to time agree in writing for all services rendered by it hereunder (including in any
agent capacity in which it acts). The compensation of the Trustee shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon its request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee (including the reasonable expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance caused
by its own negligence, bad faith or willful misconduct.




          The Company also agrees to indemnify each of the Trustee and any predecessor Trustee hereunder
for, and to hold it harmless against, any and all loss, liability, damage, claim, or expense
incurred without its own negligence, bad faith or willful misconduct, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder and the
performance of its duties (including in any agent capacity in which it acts), as well as the costs




44









 




and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except those caused by its own
negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity; provided, however, that the failure to so
notify the Company shall not affect the obligations of the Company hereunder to indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense. The Company need
not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld.




          As security for the performance of the obligations of the Company under this Section 11.01(a),
the Trustee shall have a lien upon all property and funds held or collected by the Trustee as such,
except funds held in trust by the Trustee to pay principal of and interest on any Securities.
Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company to
compensate and indemnify the Trustee under this Section 11.01(a) shall survive the resignation or
removal of the Trustee, any satisfaction and discharge under Article XII , the payment of any
Securities and the termination of this Indenture for any reason. In addition to and without
prejudice to its other rights hereunder, when the Trustee incurs expenses or renders services after
an Event of Default specified in clause (f) or (g) of Section 7.01 occurs, the expenses and
compensation for the services are intended to constitute expenses of administration under the
Bankruptcy Code or any applicable state bankruptcy, insolvency or similar laws.




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




          (c) The Trustee shall not be responsible in any manner whatsoever for the correctness of the
recitals herein or in the Securities (except its certificates of authentication thereon) contained,
all of which are made solely by the Company; and the Trustee shall not be responsible or
accountable in any manner whatsoever for or with respect to the validity or execution or
sufficiency of this Indenture or of the Securities (except its certificates of authentication
thereon), and the Trustee makes no representation with respect thereto, 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. The Trustee shall not be accountable for the use or application
by the Company of any Securities, or the proceeds of any Securities.




          (d) The Trustee may consult with counsel of its selection, and, subject to Section 11.02, 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 the Trustee hereunder in reliance
thereon.




          (e) The Trustee, subject to Section 11.02, may rely upon the certificate of the Secretary or
one of the Assistant Secretaries of the Company as to the adoption of any Board Resolution or
resolution of the stockholders of the Company, and any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by, and whenever in




45









 




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 may
rely upon, an Officer’s Certificate of the Company (unless other evidence in respect thereof be
herein specifically prescribed).




          (f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b)
and 311 of the TIA, may otherwise deal with the Company with the same rights it would have had if
it were not the Trustee or such agent.




          (g) 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 or
investment of any money received by it hereunder except as otherwise agreed in writing with the
Company.




          (h) Any action taken by the Trustee pursuant to any provision hereof at the request or with
the consent of any Person who at the time is the Holder of any Security shall be conclusive and
binding in respect of such Security upon all future Holders thereof or of any Security or
Securities which may be issued for or in lieu thereof in whole or in part, whether or not such
Security shall have noted thereon the fact that such request or consent had been made or given.




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




          (j) The Trustee shall not be under any obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Holders of the
Securities, pursuant to any provision of this Indenture, unless one or more of the Holders of the
Securities shall have offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities which may be incurred by it therein or thereby.




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




          (l) The Trustee shall not be deemed to have knowledge or be charged with notice of any Default
or Event of Default with respect to any Securities unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless the Holders of not less than 25% of the Outstanding Securities
notify the Trustee thereof by a written notice to the Trustee that is received by the Trustee at
its Corporate Trust Office and such notice references such Securities and this Indenture.




          (m) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document;
provided, however, that the Trustee, may, but shall not be required to, make




46









 




further inquiry or investigation into such facts or matters as it may see fit at the expense
of the Company and shall incur no liability of any kind by reason of such inquiry or investigation.




          (n) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and
other person employed to act hereunder.




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




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




          (q) The permissive right of the Trustee to take or refrain from taking action hereunder shall
not be construed as a duty.




     Section 11.02 Duties of Trustee.



          (a) If one or more of the Events of Default specified in Section 7.01 with respect to the
Securities of any series shall have happened, then, during the continuance thereof, the Trustee
shall, with respect to such Securities, exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.




          (b) None of the provisions of this Indenture shall be construed as relieving the Trustee from
liability for its own negligent action, negligent failure to act, or its own willful misconduct,
except that, anything in this Indenture contained to the contrary notwithstanding,





          (i) unless and until an Event of Default specified in Section 7.01 with respect to the
Securities of any series shall have happened which at the time is continuing,




          (A) the Trustee undertakes to perform such duties and only such duties
with respect to the Securities of that series as are specifically set out in
this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee, whose duties and obligations shall be
determined solely by the express provisions of this Indenture; and




          (B) the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, in the
absence of bad faith on the part of the Trustee, upon certificates and



47









 






opinions furnished to it pursuant to the express provisions of this
Indenture; provided that, in the case of any such certificates or
opinions which, by the provisions of this Indenture, 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 (but need not confirm or investigate the
accuracy of mathematical calculations or other facts, statements, opinions
or conclusions stated therein);




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




          (iii) the Trustee shall not be liable to any Holder of Securities or to any other
Person with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the direction of Securityholders given as provided in Section 7.06, relating
to the time, method and place of conducting any proceeding for any remedy available to it or
exercising any trust or power conferred upon it by this Indenture.



          (c) None of the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise to 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.




          (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 11.02.




     Section 11.03 Notice of Defaults. Within 90 calendar days after the occurrence
thereof, and if known to the Trustee, the Trustee shall give to the Holders of the Securities of a
series notice of each Default or Event of Default with respect to the Securities of such series
known to the Trustee, by transmitting such notice to Holders at their addresses as the same shall
then appear on the Register, unless such Default shall have been cured or waived before the giving
of such notice (the term “Default” being hereby defined to be the events specified in
Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default
as defined in said Section). Except in the case of a Default or Event of Default in payment of the
principal of, premium, if any, or interest on, any of the Securities of such series when and as the
same shall become payable, or to make any sinking fund payment as to Securities of the same series,
the Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer
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 series.



48









 





     Section 11.04 Eligibility; Disqualification.



          (a) The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The
Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition, and shall have a Corporate Trust Office. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section
11.04, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.




          (b) The Trustee shall comply with Section 310(b) of the TIA; provided,
however, that there shall be excluded from the operation of Section 310(b)(i) of the TIA
any indenture or indentures under which other securities or certificates of interest or
participation in other securities of the Company are Outstanding if the requirements for such
exclusion set forth in Section 310(b)(i) of the TIA are met. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310(b) of the TIA, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of the TIA is amended
any time after the date of this Indenture to change the circumstances under which a Trustee shall
be deemed to have a conflicting interest with respect to the Securities of any series or to change
any of the definitions in connection therewith, this Section 11.04 shall be automatically amended
to incorporate such changes.




     Section 11.05 Resignation and Notice; Removal. The Trustee, or any successor to it
hereafter appointed, may at any time resign and be discharged of the trusts hereby created with
respect to any one or more or all series of Securities by giving to the Company notice in writing.
Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance
of such appointment by such successor Trustee. Any Trustee hereunder may be removed with respect
to any series of Securities at any time by the filing with such Trustee and the delivery to the
Company of an instrument or instruments in writing signed by the Holders of a majority in principal
amount of the Securities of such series then Outstanding, specifying such removal and the date when
it shall become effective.



     If at any time:



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



     (2) the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after
written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or



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


then, in any such case, (i) the Company by written notice to the Trustee may remove the Trustee and
appoint a successor Trustee with respect to all Securities, or (ii) subject to Section 315(e) of




49









 




the TIA, any Securityholder 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.




     Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable
compensation for the services rendered hereunder by such Trustee and to the payment of all
reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s
rights to indemnification and its lien provided in Section 11.01(a) shall survive its resignation
or removal, the satisfaction and discharge of this Indenture and the termination of this Indenture
for any reason.



     Section 11.06 Successor Trustee by Appointment.



          (a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee
shall be removed as provided in Section 11.04(b), in which event the vacancy shall be filled as
provided in Section 11.04(b)), or shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with respect to the Securities of one or
more series, a successor Trustee 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 series) may be appointed by the Holders of a majority in aggregate principal
amount of the Securities of that or those series then Outstanding, by an instrument or instruments
in writing signed in duplicate by such Holders and filed, one original thereof with the Company and
the other with the successor Trustee; provided that, until a successor Trustee shall have
been so appointed by the Holders of Securities of that or those series as herein authorized, the
Company, or, in case all or substantially all the assets of the Company shall be in the possession
of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or
reorganization proceedings (including a trustee or trustees appointed under the provisions of the
Bankruptcy Code), or of assignees for the benefit of creditors, such receivers, custodians,
trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor
Trustee with respect to the Securities of such series. Subject to the provisions of Sections 11.04
and 11.05, upon the appointment as above provided of a successor Trustee with respect to the
Securities of any series, the Trustee with respect to the Securities of such series shall cease to
be Trustee hereunder. After any such appointment other than by the Holders of Securities of that
or those series, the Person making such appointment shall forthwith cause notice thereof to be
mailed to the Holders of Securities of such series at their addresses as the same shall then appear
on the Register but any successor Trustee with respect to the Securities of such series so
appointed shall, immediately and without further act, be superseded by a successor Trustee
appointed by the Holders of Securities of such series in the manner above prescribed, if such
appointment be made prior to the expiration of one year from the date of the mailing of such notice
by the Company, or by such receivers, trustees or assignees.




50









 





          (b) If any Trustee with respect to the Securities of one or more series shall resign or be
removed and a successor Trustee shall not have been appointed by the Company or
by the Holders of the Securities of such series or, if any successor Trustee so appointed
shall not have accepted its appointment within 30 calendar days after such appointment shall have
been made, the resigning Trustee at the expense of the Company may apply to any court of competent
jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee
shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three
months after such appointment might have been made hereunder, the Holder of any Security of the
applicable series or any retiring Trustee at the expense of the Company may apply to any court of
competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case,
after such notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.




          (c) Any successor Trustee appointed hereunder with respect to the Securities of one or more
series shall execute, acknowledge and deliver to its predecessor Trustee and to the Company, or to
the receivers, trustees, assignees or court appointing it, as the case may be, an instrument
accepting such appointment hereunder, and thereupon such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations with respect to such series of such predecessor Trustee with
like effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and
such successor Trustee shall be entitled to receive, all moneys and properties held by such
predecessor Trustee as Trustee hereunder, subject nevertheless to its lien provided for in Section
11.01(a). Nevertheless, on the written request of the Company or of the successor Trustee or of
the Holders of at least 10% in aggregate principal amount of the Securities of such series then
Outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall
execute and deliver an instrument transferring to such successor Trustee upon the trusts herein
expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer
and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee,
subject nevertheless to its lien provided for in Section 11.01(a); and, upon request of any such
successor Trustee and the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor
Trustee all such authority, rights, powers, trusts, immunities, duties and obligations.




     Section 11.07 Successor Trustee by Merger. Any Person into which the Trustee or any
successor to it in the trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee or any such successor to it shall be a
party, or any Person to which the Trustee or any successor to it shall sell or otherwise transfer
all or substantially all of the corporate trust business of the Trustee, shall be the successor
Trustee under this Indenture without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided that such Person shall be otherwise qualified
and eligible under this Article. In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture with respect to one or more series of Securities, any of
such Securities shall have been authenticated but not delivered by the Trustee then in office, any
successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee,
and deliver such Securities so authenticated; and in case at that time any of the Securities shall
not have been authenticated, any successor to such Trustee may authenticate such Securities either
in the name



51









 




of any predecessor Trustee hereunder or in the name of the successor Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.




     Section 11.08 Right to Rely on Officer’s Certificate. Subject to Section 11.02, and
subject to the provisions of Section 16.01 with respect to the certificates required thereby,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officer’s Certificate with respect thereto
delivered to the Trustee, and such Officer’s Certificate, in the absence of bad faith or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith thereof.



     Section 11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent
(the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the
Securities, and the Trustee shall give written notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent shall serve. Unless
limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by the Authenticating Agent. 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.



     Each Authenticating Agent shall at all times be a corporation organized and doing business and
in good standing under the laws of the United States, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50 million and subject to supervision or examination by federal or state
authority. If such corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the purposes of this
Article XI, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Article XI, it shall resign immediately in the manner and with the effect specified in this Article
XI.



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



52









 





     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 11.09, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent shall serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section 11.09.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.09.



     Section 11.10 Communications by Securityholders with Other Securityholders. Holders
of Securities may communicate pursuant to Section 312(b) of the TIA with other Holders with respect
to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar
and anyone else shall have the protection of Section 312(c) of the TIA with respect to such
communications.



ARTICLE XII




SATISFACTION AND DISCHARGE; DEFEASANCE



     Section 12.01 Applicability of Article. If, pursuant to Section 3.01, provision is
made for the defeasance of Securities of a series and if the Securities of such series are
denominated and payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then
the provisions of this Article shall be applicable except as otherwise specified pursuant to
Section 3.01 for Securities of such series. Defeasance provisions, if any, for Securities
denominated in a Foreign Currency may be specified pursuant to Section 3.01.



     Section 12.02 Satisfaction and Discharge of Indenture. This Indenture, with respect
to the Securities of any series (if all series issued under this Indenture are not to be affected),
shall, upon Company Order, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Securities herein expressly provided for and rights to
receive payments of principal of, premium, if any, and interest on, such Securities) and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when,



          (a) either:





          (i) all Securities of such series theretofore authenticated and delivered (other than
(A) Securities that have been destroyed, lost or stolen and that have been replaced or paid
as provided in Section 3.07 and (B) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company



53









 






and thereafter repaid to the Company or discharged from such trust, as provided in
Section 6.03) have been delivered to the Trustee for cancellation; or




          (ii) all Securities of such series not theretofore delivered to the Trustee for
cancellation,




          (A) have become due and payable, or




          (B) shall become due and payable at their Stated Maturity within one
year, or




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




          and in the case of (A), (B) or (C) above, the Company has deposited or caused to be
deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an amount
in the Currency in which such Securities are denominated (except as otherwise provided
pursuant to Section 3.01) sufficient to pay and discharge the entire Indebtedness on such
Securities for principal and premium, if any, and interest to the date of such deposit (in
the case of Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; provided, however, in the event a
petition for relief under the Bankruptcy Code or any applicable state bankruptcy, insolvency
or other similar law, is filed with respect to the Company within 91 days after the deposit
and the Trustee is required to return the moneys then on deposit with the Trustee to the
Company, the obligations of the Company under this Indenture with respect to such Securities
shall not be deemed terminated or discharged;



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




          (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 11.01 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (a)(i) of this Section 12.02, the obligations of the Trustee under
Section 12.07 and Section 6.03(e) shall survive such satisfaction and discharge.




     Section 12.03 Defeasance upon Deposit of Moneys or Government Obligations. At the
Company’s option, either (a) the Company shall be deemed to have been Discharged from its
obligations with respect to Securities of any series on the first day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in Section 6.04 with respect
to Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive
covenant added for the benefit of such series pursuant to Section 3.01) at any time after the
applicable conditions set forth below have been satisfied:



54









 





          (a) The Company shall have deposited or caused to be deposited irrevocably with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series (i) money in an amount, or (ii) Government Obligations
that through the payment of interest and principal in respect thereof in accordance with their
terms shall provide, not later than one day before the due date of any payment, money in an amount,
or (iii) a combination of (i) and (ii), sufficient to pay and discharge each installment of
principal (including any Mandatory Sinking Fund Payments) of, premium, if any, and interest on, the
Outstanding Securities of such series on the dates such installments of interest or principal and
premium are due;




          (b) No Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit (other than a Default resulting from the borrowing of funds
and the grant of any related liens to be applied to such deposit); and




          (c) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
Holders of the Securities of such series shall not recognize income, gain or loss for U.S. federal
income tax purposes as a result of the Company’s exercise of its option under this Section 12.03
and shall be subject to federal income tax on the same amounts and in the same manner and at the
same times as would have been the case if such action had not been exercised and, in the case of
the Securities of such series being Discharged, accompanied by a ruling to that effect received
from or published by the Internal Revenue Service.




     “Discharged” means that the Company shall be deemed to have paid and discharged the
entire Indebtedness represented by, and obligations under, the Securities of such series and to
have satisfied all the obligations under this Indenture relating to the Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive, from the trust
fund described in clause (a) above, payment of the principal of, premium, if any, or interest on
such Securities when such payments are due, (B) the Company’s obligations with respect to
Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder.



     Section 12.04 Repayment to Company. The Trustee and any Paying Agent shall promptly
pay to the Company (or to its designee) upon Company Order any excess moneys or Government
Obligations held by them at any time, including any such moneys or Government Obligations held by
the Trustee under any escrow trust agreement entered into pursuant to Section 12.06. The
provisions of the last paragraph of Section 6.03 shall apply to any moneys or Government
Obligations held by the Trustee or any Paying Agent under this Article that remains unclaimed for
two years after the Maturity of any series of Securities for which moneys or Government Obligations
have been deposited pursuant to Section 12.03.



     Section 12.05 Indemnity for Government Obligations. The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
deposited Government Obligations or the principal or interest received on such Government
Obligations.



55









 





     Section 12.06 Deposits to Be Held in Escrow. Any deposits with the Trustee referred
to in Section 12.03 above shall be irrevocable (except to the extent provided in Sections 12.04 and
12.07) and shall be made under the terms of an escrow trust agreement. If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any
optional redemption provisions or in accordance with any mandatory or optional sinking fund
requirement, the applicable escrow trust agreement shall provide therefor and the Company shall
make such arrangements as are 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 agreement shall provide that,
upon satisfaction of any Mandatory Sinking Fund Payment requirements, whether by deposit of moneys,
application of proceeds of deposited Government Obligations or, if permitted, by delivery of
Securities, the Trustee shall pay or deliver over to the Company as excess moneys pursuant to
Section 12.04 all funds or obligations then held under the agreement and allocable to the sinking
fund payment requirements so satisfied.



     If Securities of a series with respect to which such deposits are made may be subject to later
redemption at the option of the Company or pursuant to Optional Sinking Fund Payments, the
applicable escrow trust agreement may, at the option of the Company, provide therefor. In the case
of an optional redemption in whole or in part, such agreement shall require the Company to deposit
with the Trustee on or before the date notice of redemption is given funds sufficient to pay the
Redemption Price of the Securities to be redeemed together with all unpaid interest thereon to the
Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Company
as excess funds pursuant to Section 12.04 all funds or obligations then held under such agreement
and allocable to the Securities to be redeemed. In the case of exercise of Optional Sinking Fund
Payment rights by the Company, such agreement shall, at the option of the Company, provide that
upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee shall
pay or deliver over to the Company as excess funds pursuant to Section 12.04 all funds or
obligations then held under such agreement for such series and allocable to the Securities to be
redeemed.



     Section 12.07 Application of Trust Money.



          (a) Neither the Trustee nor any other paying agent shall be required to pay interest on any
moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with
the Company in writing to pay thereon. Any moneys so deposited for the payment of the principal
of, or premium, if any, or interest on the Securities of any series and remaining unclaimed for two
years after the date of the maturity of the Securities of such series or the date fixed for the
redemption of all the Securities of such series at the time Outstanding, as the case may be, shall
be repaid by the Trustee or such other paying agent to the Company upon its written request and
thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the Holders
of Securities of such series in respect of which such moneys shall have been deposited shall be
enforceable only against the Company, and all liability of the Trustee or such other paying agent
with respect to such moneys shall thereafter cease.




          (b) Subject to the provisions of clause (a) above, any moneys or Government Obligations which
at any time shall be deposited by the Company or on its behalf with the Trustee or any other paying
agent for the purpose of paying the principal of, premium, if any, and interest on any of the
Securities shall be and are hereby assigned, transferred and set over to




56









 




the Trustee or such other paying agent in trust for the respective Holders of the Securities
for the purpose for which such moneys or Government Obligations shall have been deposited;
provided that such moneys or Government Obligations need not be segregated from other funds
except to the extent required by law.




     Section 12.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing
provisions of this Article, if the Securities of any series are payable in a Currency other than
U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the
Trustee under the foregoing provisions of this Article shall be as set forth in the Officer’s
Certificate or established in the supplemental indenture under which the Securities of such series
are issued.



ARTICLE XIII




IMMUNITY OF CERTAIN PERSONS



     Section 13.01 No Personal Liability. No recourse shall be had for the payment of the
principal of, or the premium, if any, or interest on, any Security or for any claim based thereon
or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation,
covenant or agreement of this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor thereto, either
directly or through the Company or any successor thereto, whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly agreed and understood that this Indenture and the Securities are solely
corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, stockholder, officer or director, as such, past, present or future, of the
Company or of any successor thereto, either directly or through the Company or any successor
corporation, because of the incurring of the Indebtedness hereby authorized or under or by reason
of any of the obligations, covenants, promises or agreements contained in this Indenture or in any
of the Securities, or to be implied herefrom or therefrom, and that all liability, if any, of that
character against every such incorporator, stockholder, officer and director is, by the acceptance
of the Securities and as a condition of, and as part of the consideration for, the execution of
this Indenture and the issue of the Securities expressly waived and released.



ARTICLE XIV




SUPPLEMENTAL INDENTURES



     Section 14.01 Without Consent of Securityholders. Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes:



          (a) to add to the covenants and agreements of the Company, to be observed thereafter and
during the period, if any, in such supplemental indenture or indentures expressed, and to add
Events of Default, in each case for the protection or benefit of the Holders of all or any series
of the Securities (and if such covenants, agreements and Events of Default are to be




57









 




for the benefit of fewer than all series of Securities, stating that such covenants,
agreements and Events of Default are expressly being included for the benefit of such series as
shall be identified therein), or to surrender any right or power herein conferred upon the Company;




          (b) to add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any, on Securities;
provided that any such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect;




          (c) 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 Outstanding Security of any
series created prior to the execution of such supplemental indenture that is entitled to the
benefit of such provision and as to which such supplemental indenture would apply;




          (d) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and obligations of the Company
contained in the Securities of one or more series and in this Indenture or any supplemental
indenture;




          (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to one or more series of Securities and to add to or change any of the provisions of
this Indenture as shall be necessary for or facilitate the administration of the trusts hereunder
by more than one Trustee, pursuant to the requirements of Section 11.06(c);




          (f) to secure any series of Securities;




          (g) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 as
permitted by the terms thereof;




          (h) to cure any ambiguity or to correct or supplement any provision contained herein or in any
indenture supplemental hereto which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture;




          (i) to add to or change or eliminate any provision of this Indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act;




          (j) to add guarantors or co-obligors with respect to any series of Securities;




          (k) to make any change in any series of Securities that does not adversely affect in any
material respect the interests of the Holders of such Securities;




          (l) to provide for uncertificated Securities in addition to certificated Securities;




          (m) 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;




58









 




provided that any such action shall not adversely affect the interests of the Holders
of Securities of such series or any other series of Securities;




          (n) to prohibit the authentication and delivery of additional series of Securities; or




          (o) to establish the form and terms of Securities of any series as permitted in Section 3.01,
or to authorize the issuance of additional Securities of a series previously authorized or to add
to the conditions, limitations or restrictions on the authorized amount, terms or purposes of
issue, authentication or delivery of the Securities of any series, as herein set forth, or other
conditions, limitations or restrictions thereafter to be observed.




     Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company
in the execution of any such supplemental indenture, to make the further agreements and
stipulations which may be therein contained and to accept the conveyance, transfer, assignment,
mortgage or pledge of any property or assets thereunder.



     Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed
by the Company and the Trustee without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 14.02.



     Section 14.02 With Consent of Securityholders; Limitations.



          (a) With the consent of the Holders (evidenced as provided in Article VIII) of a majority in
aggregate principal amount of the Outstanding Securities of each series affected by such
supplemental indenture voting separately, the Company and the Trustee may, from time to time and at
any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such series to be affected;
provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security of each such series affected thereby,





          (i) extend the Stated Maturity of the principal of, or any installment of interest on,
any Security, or reduce the principal amount thereof or the interest thereon or any premium
payable upon redemption thereof, or extend the Stated Maturity of, or change the Currency in
which the principal of and premium, if any, or interest on such Security is denominated or
payable, or reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 7.02, or impair the right to institute suit for the enforcement of any payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or materially adversely affect the economic terms of any right to convert
or exchange any Security as may be provided pursuant to Section 3.01;




          (ii) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any supplemental indenture, or the
consent of whose Holders is required for any waiver of compliance with



59









 






certain provisions of this Indenture or certain Defaults hereunder and their
consequences provided for in this Indenture; or




          (iii) modify any of the provisions of this Section 14.02, Section 7.06 or Section 6.06,
except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the references to the
“Trustee” and concomitant changes in this Section 14.02 and Section 6.06, or the
deletion of this proviso, in accordance with the requirements of Sections 11.06 and
14.01(f).



          (b) A supplemental indenture that changes or eliminates any 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.




          (c) It shall not be necessary for the consent of the Securityholders under this Section 14.02
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.




          (d) The Company may set a record date for purposes of determining the identity of the Holders
of each series of Securities entitled to give a written consent or waive compliance by the Company
as authorized or permitted by this Section. Such record date shall not be more than 30 calendar
days prior to the first solicitation of such consent or waiver or the date of the most recent list
of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the TIA.




          (e) Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 14.02, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to the Holders of Securities at their
addresses as the same shall then appear in the Register. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.




     Section 14.03 Trustee Protected. Upon the request of the Company, accompanied by the
Officer’s Certificate and Opinion of Counsel required by Section 16.01 stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture, and evidence
reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is
to be executed pursuant to Section 14.02, the Trustee shall join with the Company in the execution
of said supplemental indenture unless said supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee
shall be fully protected in relying upon such Officer’s Certificate and an Opinion of Counsel.



60









 





     Section 14.04 Effect of Execution of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article XIV, this Indenture shall be
deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly
provided, the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Holders of all of the Securities or of the
Securities of any series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.



     Section 14.05 Notation on or Exchange of Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in the form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of
the Company, to any modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall
be made without cost to the Holders of the Securities.



     Section 14.06 Conformity with TIA. Every supplemental indenture executed pursuant to
the provisions of this Article shall conform to the requirements of the Trust Indenture Act as then
in effect.



ARTICLE XV




SUBORDINATION OF SECURITIES



     Section 15.01 Agreement to Subordinate. In the event a series of Securities is
designated as subordinated pursuant to Section 3.01, and except as otherwise provided in a Company
Order or in one or more indentures supplemental hereto, the Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of Securities of such series by his, her or its
acceptance thereof, likewise covenants and agrees, that the payment of the principal of, premium,
if any, or interest on each and all of the Securities of such series is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of all Senior Indebtedness. In the event a series of Securities is not
designated as subordinated pursuant to Section 3.01(s), this Article XV shall have no effect upon
such series of Securities.



     Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities. Subject to Section 15.01, upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders



61









 




thereof with respect to the Securities and the holders thereof by a lawful plan of
reorganization under the Bankruptcy Code or any applicable state bankruptcy laws):




          (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the
principal, premium, if any, or interest thereon before the Holders of the Securities are entitled
to receive any payment upon the principal of, premium, if any, or interest on Indebtedness
evidenced by the Securities; and




          (b) any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XV in respect of the principal of, premium, if
any, or interest, on the Securities shall be paid by the liquidation trustee or agent or other
Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to
the aggregate amounts remaining unpaid on account of the principal of, premium, if any, or interest
on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in
full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness; and




          (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of
the Company of any kind or character in respect of the principal of, premium, if any, or interest
on Indebtedness evidenced by the Securities, whether in cash, property or securities prohibited by
the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice
to a Responsible Officer of the Trustee, to the holder of such Senior Indebtedness or his, her or
its representative or representatives or to the trustee or trustees under any indenture under which
any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as
aforesaid, as calculated by the Company, for application to payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.




          (d) Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness (to the extent that
distributions otherwise payable to such holder have been applied to the payment of Senior
Indebtedness) to receive payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness until the principal of, premium, if any, or interest on the
Securities shall be paid in full and no such payments or distributions to the Holders of the
Securities of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article XV are and are
intended solely for the purpose of defining the relative rights of the Holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained
in this Article XV or elsewhere in this Indenture or in the Securities is intended to or shall




62









 




impair, as between the Company, its creditors other than the holders of Senior Indebtedness,
and the Holders of the Securities, the obligation of the Company, which is unconditional and
absolute, to pay to the Holders of the Securities the principal of, premium, if any, or interest on
the Securities as and when the same shall become due and payable in accordance with their terms, or
to affect the relative rights of the Holders of the Securities and creditors of the Company other
than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article
XV of the holders of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Upon any payment or distribution of assets of the
Company referred to in this Article XV, the Trustee, subject to the provisions of Section 15.05,
shall be entitled to conclusively rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereof and all other facts pertinent thereto or to this Article XV.




     Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness.
Subject to Section 15.01, no payment by the Company on account of principal (or premium, if any),
sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a default on
Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its
maturity and (ii) the default is the subject of judicial proceedings or the Company has received
notice of such default. The Company may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness
has been made or duly provided for in money or money’s worth.



     In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee
when such payment is prohibited by the preceding paragraph of this Section 15.03, such payment
shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of
such Senior Indebtedness or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, but only to the extent that the
holders of such Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 calendar days of such payment of the amounts then due and
owing on such Senior Indebtedness and only the amounts specified in such notice to the Trustee
shall be paid to the holders of such Senior Indebtedness.



     Section 15.04 Payments on Securities Permitted. Subject to Section 15.01, nothing
contained in this Indenture or in any of the Securities shall (a) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as provided in Sections
15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it
hereunder to the payment of or on account of the principal of, premium, if any, or interest on the
Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust
Office written notice of any fact prohibiting the making of such payment from the Company or from
the holder of any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority
of such trustee, more than two Business Days prior to the date fixed for such payment.



63









 





     Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 15.01, each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his, her or its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XV and appoints the Trustee
his attorney-in-fact for any and all such purposes.



     Section 15.06 Notices to Trustee. The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making
of any payment of moneys or assets to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article XV. Subject to Section 15.01, notwithstanding the
provisions of this Article XV or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or
assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the
Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the
Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or
from the holder of any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of
such trustee, and, prior to the receipt of any such written notice, the Trustee shall be entitled
in all respects conclusively to presume that no such facts exist; provided,
however, that if at least two Business Days prior to the date upon which by the terms
hereof any such moneys or assets may become payable for any purpose (including, without limitation,
the payment of either the principal of, premium, if any, or interest on any Security) a Responsible
Officer of the Trustee shall not have received with respect to such moneys or assets the notice
provided for in this Section 15.06, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets
and to apply the same to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within two Business Days prior to such date.
The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such
holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a
trustee on behalf of any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such
Person under this Article XV and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such Person to receive
such payment.



     Section 15.07 Trustee as Holder of Senior Indebtedness. Subject to Section 15.01, the
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV
in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder



64









 




of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee
of any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or
payments to, the Trustee under or pursuant to Sections 7.05 or 11.01.




     Section 15.08 Modifications of Terms of Senior Indebtedness. Subject to Section
15.01, any renewal or extension of the time of payment of any Senior Indebtedness or the exercise
by the holders of Senior Indebtedness of any of their rights under any instrument creating or
evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change
of, or waiver, consent or other action in respect of, any liability or obligation under or in
respect of, or of any of the terms, covenants or conditions of any indenture or other instrument
under which any Senior Indebtedness is Outstanding or of such Senior Indebtedness, whether or not
such release is in accordance with the provisions of any applicable document, shall in any way
alter or affect any of the provisions of this Article XV or of the Securities relating to the
subordination thereof.



     Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent. Subject
to Section 15.01, upon any payment or distribution of assets of the Company referred to in this
Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely
upon any order or decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article XV.



     Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance. Subject
to Section 15.01, moneys and Government Obligations deposited in trust with the Trustee pursuant to
and in accordance with Article XII and not, at the time of such deposit, prohibited to be deposited
under Sections 15.02 or 15.03 shall not be subject to this Article XV.



     Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect
to the holders of Senior Indebtedness, the Trustee undertakes to perform or observe only such of
its covenants and obligations as are specifically set forth in this Article XV, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay
over or distribute to or on behalf of Holders of Securities or the Company, or any other Person,
moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this
Article XV or otherwise.



65









 





ARTICLE XVI



MISCELLANEOUS PROVISIONS



     Section 16.01 Certificates and Opinions as to Conditions Precedent.



          (a) Upon any request or application by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s
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 all such conditions precedent have been complied with, except that in the
case of any such application or demand as to which the furnishing of such document 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) Each certificate or opinion provided for in this Indenture and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this Indenture (other than
the certificates provided pursuant to Section 6.05 of this Indenture) shall include (i) a statement
that the Person giving such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that,
in the opinion of such Person, he or she has made such examination or investigation as is necessary
to enable such Person to express an informed view or opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.




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




          (d) Any certificate, statement or opinion of an officer of the Company or of counsel to the
Company may be based, insofar as it relates to accounting matters, upon a certificate or opinion
of, or representations by, an accountant or firm of accountants, unless such officer or counsel, as
the case may be, knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the accounting matters upon which his or her
certificate, statement or opinion may be based are erroneous. Any certificate or opinion of any
firm of independent registered public accountants filed with the Trustee shall contain a statement
that such firm is independent.




66









 





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




          (f) 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 16.02 Trust Indenture Act Controls. If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by, or with a provision
included in this Indenture which is required to be included in this Indenture by any of the
provisions of Sections 310 to 318, inclusive, of, the TIA, such imposed duties or incorporated
provision shall control.



     Section 16.03 Notices to the Company and Trustee. Any notice or demand authorized or
permitted by this Indenture to be made upon, given or furnished to, or filed with, the Company or
the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall be
mailed, by regular mail or overnight courier, delivered or faxed to:



          (a) the Company, at 25 Harbor Park Drive, Port Washington, New York 11050, Attention: Chief
Financial Officer, with a copy to the General Counsel, Facsimile No.: (516) 801-9780 or at such
other address or facsimile number as may have been furnished in writing to the Trustee by the
Company.




          (b) the Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust Administrator.




     Any such notice, demand or other document shall be in the English language. Anything herein
to the contrary notwithstanding, no such notice or demand shall be effective as to the Trustee
unless it is actually received by the Trustee at its Corporate Trust Office.



     The Trustee agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured
electronic methods, provided, however, that the Trustee shall have received an incumbency
certificate listing persons designated to give such instructions or directions and containing
specimen signatures of such designated persons, which such incumbency certificate shall be amended
and replaced whenever a person is to be added or deleted from the listing. If the Company elects
to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic
method), the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee
shall not be liable for any losses, costs or expenses arising directly or indirectly from the
Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume
all risks arising out of the use of such electronic methods to submit instructions



67









 




and directions to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk or interception and misuse by third parties.




     Section 16.04 Notices to Securityholders; Waiver. Any notice required or permitted to
be given to Securityholders shall be sufficiently given (unless otherwise herein expressly
provided), if to Holders, if given in writing by first class mail, postage prepaid, to such Holders
at their addresses as the same shall appear on the Register.



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




          (b) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance on such waiver. In any case where notice to Holders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders, and any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so published as to any
particular Holder shall not affect the sufficiency of such notice with respect to other Holders,
and any notice that is published in the manner herein provided shall be conclusively presumed to
have been duly given.




     Section 16.05 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in
any case where any Interest Payment Date, Redemption Date or Maturity of any Security of any series
shall not be a Business Day at any Place of Payment for the Securities of that series, then payment
of principal and premium, if any, or interest 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 such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.



     Section 16.06 Effects of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     Section 16.07 Successors and Assigns. All covenants and agreements in this Indenture
by the parties hereto shall bind their respective successors and assigns and inure to the benefit
of their permitted successors and assigns, whether so expressed or not.



     Section 16.08 Severability. If any provision hereof shall be held to be invalid,
illegal or unenforceable under applicable law, then the remaining provisions hereof shall be
construed as though such invalid, illegal or unenforceable provision were not contained herein.



68









 





     Section 16.09 Benefits of Indenture. Nothing in this Indenture expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or to give to, any Person other than the parties hereto and their successors and the Holders
of the Securities any benefit or any right, remedy or claim under or by reason of this Indenture or
any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions,
stipulations, promises and agreements in this Indenture contained shall be for the sole and
exclusive benefit of the parties hereto and their successors and of the Holders of the Securities.



     Section 16.10 Counterparts. 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 instrument.



     Section 16.11 Governing Law; Waiver of Trial by Jury. This Indenture and the
Securities shall be deemed to be contracts made under the law of the State of New York, and for all
purposes shall be governed by and construed in accordance with the law of said State (without
regard to conflicts of laws principles thereof).



     EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.



     Section 16.12 Force Majeure. In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



[Signatures on following page]




69









 







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



	 	 	 	 	 
	 	PALL CORPORATION,
as Issuer
 	 
	 	By:  	/s/
Lisa McDermott	 
	 	Name:	 	Lisa McDermott	 
	 	Title:	 	Chief Financial Officer and Treasurer	 
	 
	 	THE BANK OF NEW YORK MELLON,
as Trustee
 	 
	 	By:  	/s/
Sherma Thomas	 
	 	Name:	 	Sherma Thomas	 
	 	Title:	 	Senior Associate	 
	 




 








 





EXHIBIT A




FORM OF SECURITY




FACE OF NOTE


[For Inclusion in a Global Security only — UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]




PALL CORPORATION




     % Note Due                     



PRINCIPAL AMOUNT: $                    

CUSIP:                     

No.:                     




          PALL CORPORATION, a New York corporation (the “Company”, which term includes any successor
thereto under the Indenture referred to on the reverse hereof), for value received, hereby promises
to pay to                     , or registered assigns, at the office or agency of the Company maintained for
such purpose in [New York City], which shall initially be the Corporate Trust Office of the
Trustee, the principal sum of                      dollars (or such other principal amount as shall be set
forth in the Schedule of Increases or Decreases in Note attached hereto) on                     , in the
coin or currency of the United States, and to pay interest, semi-annually on                      and
                     of each year, commencing                     , on said principal sum at said office or agency, in
like coin or currency, at the rate per annum specified in the title of this Note, from the                     
or the                     , as the case may be, next preceding the date of this Note to which interest has
been paid or duly provided for, unless the date hereof is a date to which interest has been paid or
duly provided for, in which case from the date of this Note, or unless no interest has been paid or
duly provided for on this Note, in which case from                     , until payment of said principal sum
has been made or duly provided for; provided that payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled thereto as such address
shall appear on the Register or by wire transfer as provided in the Indenture. Notwithstanding the
foregoing, if the date hereof is after the       day of                      or                     , as the case may be, and
before the following                      or                     , this Note shall bear interest from such                      or
                    ; provided, that if the Company shall default in the payment of interest due on
such                      or                     , then this




A-1









 




Note shall bear interest from the next preceding                      or                     , to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for on this Note, from
                    . The interest so payable on any                      or                      shall, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name
this Note is registered at the close of business on the                      or                     , as the case may be,
next preceding such                      or                     , whether or not such day is a Business Day.




          Reference is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.




          This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee under the Indenture referred
to on the reverse hereof.




A-2









 





          IN WITNESS WHEREOF, PALL CORPORATION has caused this Note to be duly executed.




	 	 	 	 	 
	 	PALL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION




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



Date of authentication:




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-3









 





REVERSE OF NOTE




PALL CORPORATION



     % Note Due                     



     This Note is one of a duly authorized issue of securities of the Company (hereinafter called
the “Securities”) of the series hereinafter specified, all issued or to be issued under and
pursuant to an Indenture, dated as of June 15, 2010 (the “Indenture”), duly executed and delivered
by the Company to The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any
successor trustee), to which the Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided.
This Note is one of a series designated as the      % Notes Due                      of the Company, limited in
aggregate principal amount to $                    ; provided, however, that the Company,
without notice to or consent of the Holders, may issue additional Securities of this series and
thereby increase such principal amount in the future, on the same terms and conditions (except for
issue date, public offering price and, if applicable, the date from which interest accrues and the
first Interest Payment Date) and with the same CUSIP number as the Securities of this series.



          Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal, premium, if any, and, to the extent lawful, on
overdue installments of interest at the rate per annum borne by this Note. If a payment date is
not a Business Day as defined in the Indenture at a Place of Payment, payment may be made at that
place on the next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.




          In case an Event of Default (as defined in the Indenture) with respect to the      % Notes Due
                     shall have occurred and be continuing, the principal hereof and the interest accrued hereon,
if any, may be declared, and upon such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.




          The Indenture contains provisions that provide that the Company and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of amending any provisions of the
Indenture or of modifying in any manner the rights of the Holders of the Securities of such series
to be affected with the written consent of the Holders of a majority in principal amount of the
Outstanding Securities of such series affected by such amendment voting separately;
provided that, without the consent of each Holder of the Securities of each series affected
thereby, an amendment may not: (i) extend the Stated Maturity of the principal of, or any
installment of interest on, such Holder’s Security, or reduce the principal amount thereof or the
interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of,
or change the Currency in which the principal of and premium, if any, or interest on




A-4









 




such Security is denominated or payable, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof, or impair the right to institute suit for the enforcement of any payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date),
or materially adversely affect the economic terms of the Holder’s right to convert or exchange any
Security as may be provided in the Indenture; (ii) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required for any supplemental
indenture, or the consent of whose Holders is required for any waiver of compliance with certain
provisions of the Indenture or certain Defaults hereunder and their consequences provided for in
the Indenture; (iii) modify any of the provisions of the Indenture governing amendments or waivers
with the consent of Holders except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of the Holder of each
outstanding Security affected thereby; or (iv) modify, without the written consent of the Trustee,
the rights, duties or immunities of the Trustee.




          It is also provided in the Indenture that, subject to certain conditions, the Holders of a
majority in aggregate principal amount of a series of Securities at the time Outstanding may on
behalf of the Holders of all of the Securities of such series waive any past Default or Event of
Default hereunder and its consequences except a Default in the payment of interest or any premium
on or the principal of the Securities of such series. Upon any such waiver, the Company, the
Trustee and the Holders of the Securities of such series shall be restored to their former
positions and rights under the Indenture, respectively; provided that no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon.




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




          The Notes are issuable initially in registered form without coupons in denominations of any
integral multiple of $1,000 and are transferable and exchangeable at the office or agency of the
Company maintained for such purpose in [New York City], which shall initially be the Corporate
Trust Office of the Trustee, and in the manner and subject to the limitations provided in the
Indenture.




          [This Note shall not be redeemable at the option of the Company prior to maturity.] [This Note
is redeemable prior to maturity                     .] [The Redemption Price is           .][This Note is entitled to
the benefits of a mandatory sinking fund as follows:           .]




          Upon due presentment for registration of transfer of this Note at the office or agency of the
Company maintained for such purpose in [New York City], which shall initially be the Corporate
Trust Office of the Trustee, a new Note or Notes of authorized denominations for an equal aggregate
principal amount shall be issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other governmental charge imposed
in connection therewith.




A-5









 





          The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the
registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of
receiving payment of, or on account of, the principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the Trustee nor any agent
of the Company or the Trustee shall be affected by any notice to the contrary.




          No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator as such, or against any past, present or future
stockholder, officer, director or employee, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.




          Terms used herein that are defined in the Indenture shall have the respective meanings
assigned thereto in the Indenture.




          The laws of the State of New York (without regard to conflicts of laws principles thereof)
shall govern this Note.




A-6









 





ASSIGNMENT




          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



 



 



[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]



 



the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                                                             Attorney to transfer such Note on the books of the Issuer, with full power of
substitution in the premises.




	 	 	 	 	 	 	 

	 

	 	 	 	 	 	     Signature:
	Dated:

	 	 
	 	 
	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.






A-7









 





SIGNATURE GUARANTEE




     [Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.]



A-8









 





SCHEDULE OF INCREASES OR DECREASES IN NOTE*




     The initial principal amount of this Note is $                    . The following increases or
decreases in a part of this Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal	 	 
	 	 	decrease in	 	increase in	 	amount of this	 	Signature of
	 	 	principal	 	principal	 	Note following	 	authorized
	 	 	amount of this	 	amount of this	 	such decrease	 	signatory of
	Date	 	Note	 	Note	 	(or increase)	 	Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	Insert in Global Notes.






A-9