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EXHIBIT 4.4




 




ATMOS ENERGY CORPORATION,




Issuer,




to




U.S. BANK NATIONAL ASSOCIATION,




Trustee




Indenture




Dated as of                     , 2009




Debt Securities




      





 









 








Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of                     , 2009




	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	 	 	Indenture Section
	§ 310(a)(1)
	 	 	 	608
	(a)(2)
	 	 	 	608
	(b)
	 	 	 	604, 607, 609(d)(1)
	§ 311(a)
	 	 	 	101(2), 604, 613
	(b)
	 	 	 	101(2), 604, 613
	§ 312(c)
	 	 	 	701
	§ 313
	 	 	 	702
	§ 314(a)
	 	 	 	703
	(a)(4)
	 	 	 	1004
	(c)(1)
	 	 	 	102
	(c)(2)
	 	 	 	102
	(e)
	 	 	 	101 (“Opinion of Counsel”), 102
	§ 315(b)
	 	 	 	601
	§ 316(a)(last sentence)
	 	 	 	101 (“Outstanding”)
	(a)(1)(A)
	 	 	 	512
	(a)(1)(B)
	 	 	 	513
	(b)
	 	 	 	508
	(c)
	 	 	 	104(d)
	§ 317(a)(1)
	 	 	 	503
	(a)(2)
	 	 	 	504
	(b)
	 	 	 	1003
	§ 318(a)
	 	 	 	107









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	1	 
	“Act”
	 	 	2	 
	“Additional Amounts”
	 	 	2	 
	“Affiliate”
	 	 	2	 
	“Attributable Debt”
	 	 	2	 
	“Authenticating Agent”
	 	 	2	 
	“Authorized Newspaper”
	 	 	2	 
	“Authorized Officer”
	 	 	2	 
	“Bankruptcy Law”
	 	 	3	 
	“Board of Directors”
	 	 	3	 
	“Board Resolution”
	 	 	3	 
	“Book-Entry Security”
	 	 	3	 
	“Business Day”
	 	 	3	 
	“Capital Stock”
	 	 	3	 
	“Commission”
	 	 	3	 
	“Company”
	 	 	3	 
	“Company Request” or “Company Order”
	 	 	3	 
	“Consolidated Net Tangible Assets”
	 	 	3	 
	“Corporate Trust Office”
	 	 	4	 
	“corporation”
	 	 	4	 
	“covenant defeasance”
	 	 	4	 
	“Custodian”
	 	 	4	 
	“Default”
	 	 	4	 
	“Defaulted Interest”
	 	 	4	 
	“defeasance”
	 	 	4	 
	“Definitive Security”
	 	 	4	 
	“Depository”
	 	 	4	 
	“Euroclear”
	 	 	4	 
	“Event of Default”
	 	 	4	 
	“Exchange Act”
	 	 	4	 
	“Extension Notice” and “Extension Period”
	 	 	4	 
	“Final Maturity”
	 	 	4	 
	“Funded Indebtedness”
	 	 	4	 
	“generally accepted accounting principles” or “GAAP”
	 	 	4	 
	“Global Securities”
	 	 	5	 
	“Government Obligations”
	 	 	5	 
	“guarantee”
	 	 	5	 
	“Holder”
	 	 	5	 
	“incorporated provision”
	 	 	5	 
	“Indebtedness”
	 	 	5	 






 




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



 









 






	 	 	 	 	 
	 	 	Page	 
	“Indenture”
	 	 	5	 
	“Indexed Security”
	 	 	6	 
	“interest”
	 	 	6	 
	“Interest Payment Date”
	 	 	6	 
	“Lien”
	 	 	6	 
	“mandatory sinking fund payment”
	 	 	6	 
	“Maturity”
	 	 	6	 
	“Non-Recourse Indebtedness”
	 	 	6	 
	“Officers’ Certificate”
	 	 	7	 
	“Opinion of Counsel”
	 	 	7	 
	“Option to Elect Repayment”
	 	 	7	 
	“Optional Reset Date”
	 	 	7	 
	“optional sinking fund payment”
	 	 	7	 
	“Original Issue Discount Security”
	 	 	7	 
	“Original Stated Maturity”
	 	 	7	 
	“Outstanding”
	 	 	7	 
	“Participants”
	 	 	8	 
	“Paying Agent”
	 	 	8	 
	“Person”
	 	 	8	 
	“Place of Payment”
	 	 	9	 
	“Predecessor Security”
	 	 	9	 
	“Principal Property”
	 	 	9	 
	“Redemption Date”
	 	 	9	 
	“Redemption Price”
	 	 	9	 
	“Regular Record Date”
	 	 	9	 
	“Repayment Date”
	 	 	9	 
	“Repayment Price”
	 	 	9	 
	“Reset Notice”
	 	 	9	 
	“Restricted Securities”
	 	 	9	 
	“Restricted Subsidiary”
	 	 	9	 
	“Sale and Leaseback Transaction”
	 	 	9	 
	“Securities”
	 	 	10	 
	“Security Register” and “Security Registrar”
	 	 	10	 
	“Special Record Date”
	 	 	10	 
	“Stated Maturity”
	 	 	10	 
	“Subsequent Interest Period”
	 	 	10	 
	“Subsidiary”
	 	 	10	 
	“Trust Indenture Act” or “TIA”
	 	 	10	 
	“Trustee”
	 	 	10	 
	“Trustee Payments”
	 	 	10	 
	“United States”
	 	 	10	 
	“United States person”
	 	 	11	 
	“Vice President”
	 	 	11	 
	“Yield to Maturity”
	 	 	11	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	11	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	12	 






 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 104.  Acts of Holders 
	 	 	12	 
	SECTION 105.  Notices, Etc. to Trustee and Company 
	 	 	13	 
	SECTION 106.  Notice to Holders; Waiver 
	 	 	13	 
	SECTION 107.  Conflict of Any Provision of Indenture with Trust Indenture Act 
	 	 	14	 
	SECTION 108.  Effect of Headings and Table of Contents 
	 	 	14	 
	SECTION 109.  Successors and Assigns 
	 	 	14	 
	SECTION 110.  Separability Clause 
	 	 	14	 
	SECTION 111.  Benefits of Indenture 
	 	 	15	 
	SECTION 112.  Governing Law 
	 	 	15	 
	SECTION 113.  Legal Holidays 
	 	 	15	 
	SECTION 114.  No Recourse Against Others 
	 	 	15	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	SECURITY FORMS
	 	 	 	 
	 
	 	 	 	 
	SECTION 201.  Forms Generally 
	 	 	16	 
	SECTION 202.  Form of Trustee’s Certificate of Authentication 
	 	 	16	 
	SECTION 203.  Securities Issuable in Global Form 
	 	 	17	 
	SECTION 204.  Form of Legend for Book-Entry Securities 
	 	 	17	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	THE SECURITIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 301.  Amount Unlimited; Issuable in Series 
	 	 	18	 
	SECTION 302.  Denominations 
	 	 	21	 
	SECTION 303.  Execution, Authentication, Delivery and Dating 
	 	 	21	 
	SECTION 304.  Book-Entry Securities 
	 	 	22	 
	SECTION 305.  Temporary Securities 
	 	 	24	 
	SECTION 306.  Registration, Registration of Transfer and Exchange 
	 	 	24	 
	SECTION 307.  Mutilated, Destroyed, Lost and Stolen Securities 
	 	 	26	 
	SECTION 308.  Payment of Interest; Interest Rights Preserved; Optional Interest
Reset 
	 	 	26	 
	SECTION 309.  Optional Extension of Stated Maturity 
	 	 	29	 
	SECTION 310.  Persons Deemed Owners 
	 	 	29	 
	SECTION 311.  Cancellation 
	 	 	30	 
	SECTION 312.  Computation of Interest 
	 	 	30	 
	SECTION 313.  CUSIP Numbers 
	 	 	31	 
	 
	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	SECTION 401.  Satisfaction and Discharge of Indenture 
	 	 	31	 
	SECTION 402.  Application of Trust Money 
	 	 	32	 







 











 





	 	 	 	 	 
	 	 	Page	 
	ARTICLE FIVE

	REMEDIES

	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	32	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	34	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	35	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	35	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	36	 
	SECTION 506. Application of Money Collected
	 	 	36	 
	SECTION 507. Limitation on Suits
	 	 	37	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	37	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	37	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	38	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	38	 
	SECTION 512. Control by Holders
	 	 	38	 
	SECTION 513. Waiver of Past Defaults
	 	 	38	 
	SECTION 514. Undertaking for Costs
	 	 	39	 
	SECTION 515. Waiver of Stay or Extension Laws
	 	 	39	 
	 
	 	 	 	 
	ARTICLE SIX

	THE TRUSTEE

	 
	 	 	 	 
	SECTION 601. Notice of Defaults
	 	 	39	 
	SECTION 602. Certain Rights of Trustee
	 	 	40	 
	SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities
	 	 	42	 
	SECTION 604. May Hold Securities
	 	 	42	 
	SECTION 605. Money Held in Trust
	 	 	42	 
	SECTION 606. Compensation and Reimbursement
	 	 	43	 
	SECTION 607. Conflicting Interests
	 	 	43	 
	SECTION 608. Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	43	 
	SECTION 609. Resignation and Removal; Appointment of Successor
	 	 	44	 
	SECTION 610. Acceptance of Appointment by Successor
	 	 	45	 
	SECTION 611. Merger, Conversion, Consolidation or Succession to Business
	 	 	46	 
	SECTION 612. Appointment of Authenticating Agent
	 	 	46	 
	SECTION 613. Preferential Collection of Claims Against Company
	 	 	48	 
	 
	 	 	 	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	SECTION 701. Disclosure of Names and Addresses of Holders
	 	 	48	 
	SECTION 702. Reports by Trustee
	 	 	49	 






 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 703. Reports by Company
	 	 	49	 
	 
	 	 	 	 
	ARTICLE EIGHT

	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 
	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	49	 
	SECTION 802. Rights and Duties of Successor Corporation
	 	 	50	 
	SECTION 803. Securities to be Secured in Certain Events
	 	 	51	 
	 
	 	 	 	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	51	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	52	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	53	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	53	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	54	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	54	 
	SECTION 907. Notice of Supplemental Indentures
	 	 	54	 
	 
	 	 	 	 
	ARTICLE TEN

	COVENANTS

	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	55	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	55	 
	SECTION 1003. Money for Security Payments to Be Held in Trust
	 	 	55	 
	SECTION 1004. Statement as to Compliance
	 	 	57	 
	SECTION 1005. Corporate Existence
	 	 	57	 
	SECTION 1006. Limitations on Liens
	 	 	57	 
	SECTION 1007. Limitation on Sale and Leaseback Transactions
	 	 	59	 
	SECTION 1008. Additional Amounts
	 	 	59	 
	SECTION 1009. Waiver of Certain Covenants
	 	 	60	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	SECTION 1101. Applicability of Article
	 	 	60	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	60	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	61	 
	SECTION 1104. Notice of Redemption
	 	 	61	 
	SECTION 1105. Deposit of Redemption Price
	 	 	62	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	62	 
	SECTION 1107. Securities Redeemed in Part
	 	 	63	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE TWELVE

	SINKING FUNDS

	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	63	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	64	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	64	 
	 
	 	 	 	 
	ARTICLE THIRTEEN

	REPAYMENT AT OPTION OF HOLDERS

	 
	 	 	 	 
	SECTION 1301. Applicability of Article
	 	 	65	 
	SECTION 1302. Repayment of Securities
	 	 	65	 
	SECTION 1303. Exercise of Option
	 	 	65	 
	SECTION 1304. When Securities Presented for Repayment Become Due and Payable
	 	 	66	 
	SECTION 1305. Securities Repaid in Part
	 	 	66	 
	 
	 	 	 	 
	ARTICLE FOURTEEN

	DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	67	 
	SECTION 1402. Defeasance and Discharge
	 	 	67	 
	SECTION 1403. Covenant Defeasance
	 	 	67	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	68	 
	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	 	 	70	 
	SECTION 1406. Reinstatement
	 	 	70	 







 












 





          INDENTURE, dated as of                     , 2009, between Atmos Energy Corporation, a Texas and Virginia
corporation (herein called the “Company”), and U.S. Bank National Association, a banking
corporation with trust powers organized and existing under the laws of the State of United States,
trustee (herein called the “Trustee”).




RECITALS OF THE COMPANY




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




          This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended,
that are required to be part of this Indenture and shall, to the extent applicable, be governed by
such provisions.




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:





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




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




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles and except as otherwise
herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted in the United States;



 









 






     (4) “or” is not exclusive and “including” means “including without limitation”; and




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



          Certain terms, used principally in Article Three, are defined in that Article.




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




          “Additional Amounts”
has the meaning specified in Section 1008.




          “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.




          “Attributable Debt”
means, as to any lease under which any Person is at the time liable for rent, at any date as
of which the amount thereof is to be determined, the total net amount of rent required to be paid
by such Person under such lease during the remaining term, excluding amounts required to be paid on
account of maintenance and repairs, services, insurance, taxes, assessments, water rates and
similar charges and contingent rents, discounted from the respective due dates thereof at the rate
of interest (or Yield to Maturity, in the case of Original Issue Discount Securities) borne by the
then Outstanding Securities, compounded monthly.




          “Authenticating Agent”
means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to
Section 612 to authenticate Securities.




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




          “Authorized Officer”, when used with respect to the Trustee, means any vice-president, assistant vice president, any
assistant secretary, any assistant treasurer, any trust officer or assistant trust officer, the
controller and any assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above-designated officers, in each case who is
assigned by the Trustee to administer corporate trust matters at its Corporate Trust Office, and
also means, with respect to a particular corporate trust




2









 




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




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




          “Board of Directors”
means the Board of Directors of the Company or any duly authorized committee of such Board.




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




          “Book-Entry Security”
has the meaning specified in Section 304.




          “Business Day”, means any day that, in the city of the principal Corporate Trust Office of the Trustee and in the
City of New York, is neither a Saturday, Sunday, or legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close.




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




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




          “Company”
means the Person named as the “Company” in the first paragraph of this Indenture until a
successor Person shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Company” shall mean such successor Person. To the extent necessary to comply with
the requirements of the provisions of TIA Sections 310 through 317 as they are applicable to the
Company, the term “Company” shall include any other obligor with respect to the Securities for the
purposes of complying with such provisions.




          “Company Request” or “Company Order”
means a written request or order signed in the name of the Company (i) by its Chairman, Chief
Executive Officer, its President or a Vice President and (ii) by its Treasurer, an Assistant
Treasurer, its Corporate Secretary or an Assistant Corporate Secretary and delivered to the
Trustee; provided, however, that such written request or order may be signed by any
two of the officers or directors listed in clause (i) above in lieu of being signed by one of such
officers or directors listed in such clause (i) and one of the officers listed in clause (ii)
above.




          “Consolidated Net Tangible Assets”
means the aggregate amount of assets (less applicable reserves and other properly deductible
items) after deducting (i) all current liabilities (excluding any portion thereof constituting
Funded Indebtedness) and (ii) all goodwill, trade




3









 







names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all as set forth on the most recent consolidated
balance sheet of the Company contained in the latest quarterly or annual report of the Company
filed with the Commission under the Exchange Act and computed in accordance with generally accepted
accounting principles.




          “Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business
shall be principally administered, which office on the date of execution of this Indenture is
located at U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107,
Attention: Corporate Trust Department.




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




          “covenant defeasance”
has the meaning specified in Section 1403 hereof.




          “Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator or similar officer under any
Bankruptcy Law.




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




          “Defaulted Interest”
has the meaning specified in Section 308 hereof.




          “defeasance”
has the meaning specified in Section 1402 hereof.




          “Definitive Security”
has the meaning specified in Section 304 hereof.




          “Depository”
has the meaning specified in Section 304.




          “Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor as operator
of the Euroclear System.




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




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




          “Extension Notice” and “Extension Period”
shall have the meanings specified in Section 309.




          “Final Maturity”
has the meaning specified in Section 309.




          “Funded Indebtedness”
means as applied to any Person, means all Indebtedness of such Person maturing after, or
renewable or extendable at the option of such Person beyond, 12 months from the date of
determination.




          “generally accepted accounting principles” or “GAAP”
means generally accepted accounting principles in the United States.




4









 








          “Global Securities”
means one or more Securities evidencing all or part of the Securities to be issued as
Book-Entry Securities, issued to the Depository in accordance with Section 304 and bearing the
legend prescribed in Section 204.




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




          “guarantee”
means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or indirect, in any manner,
of any part or all of such obligation or (ii) an agreement, direct or indirect, contingent or
otherwise, providing assurance of the payment or performance (or payment of damages in the event of
non-performance) of any part or all of such obligation, including, without limiting the foregoing,
the payment of amounts drawn down by letters of credit. Notwithstanding anything herein to the
contrary, a guarantee shall not include any agreement solely because such agreement creates a Lien
on the assets of any Person. The amount of a guarantee shall be deemed to be the maximum amount of
the obligation guaranteed for which the guarantor could be held liable under such guarantee.




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




          “incorporated provision”
has the meaning specified in Section 107.




          “Indebtedness”
means obligations for money borrowed, evidenced by notes, bonds, debentures or other similar
evidences of indebtedness.




          “Indenture” means this instrument as originally executed (including all exhibits and schedules hereto) and
as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of
particular series of Securities established as contemplated by Section 301; provided,
however, that, if at any time there is more than one series of Securities issued under this
instrument, “Indenture” shall mean, with respect to each such series of Securities, this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the provisions hereof applicable to such
series and shall include the terms of such series of Securities



5









 






established as contemplated by
Section 301, exclusive, however, of any provisions or terms which do not relate to
such series, regardless of when such provisions or terms were adopted.




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




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




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




          “Lien” means any lien, mortgage, pledge, encumbrance, charge or security interest securing
Indebtedness; provided, however, that the following types of transactions will not
be considered, for purposes of this definition, to result in a Lien: (i) any acquisition by the
Company or any Restricted Subsidiary of any property or assets subject to any reservation or
exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or
has created, reserved or excepted an interest in oil, gas or any other mineral in place or the
proceeds thereof, (ii) any conveyance or assignment whereby the Company or any Restricted
Subsidiary conveys or assigns to any Person or Persons an interest in oil, gas or any other mineral
in place or the proceeds thereof, (iii) any Lien upon any property or assets either owned or leased
by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary
owns an interest that secures for the benefit of the Person or Persons paying the expenses of
developing or conducting operations for the recovery, storage, transportation or sale of the
mineral resources of such property or assets (or property or assets with which it is unitized) the
payment to such Person or Persons of the Company’s or the Restricted Subsidiary’s proportionate
part of such development or operating expenses, (iv) any lease classified as an operating lease
under generally accepted accounting principles, (v) any hedging arrangements entered into in the
ordinary course of business, including any obligation to deliver any mineral, commodity or asset in
connection therewith or (vi) any guarantees by the Company of the repayment of Indebtedness of any
Subsidiary or guarantees by any Subsidiary of the repayment of Indebtedness of any entity,
including, but not limited to, Indebtedness of Atmos Energy Marketing, L.L.C.




          “mandatory sinking fund payment” shall have the meaning specified in Section 1201.




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




          “Non-Recourse Indebtedness” means, at any time, Indebtedness incurred after the date of the Indenture by the Company or a
Restricted Subsidiary in connection with the acquisition of property or assets by the Company or a
Restricted Subsidiary or the financing of




6









 







the construction of or improvements on property, whenever
acquired, provided that, under the terms of such Indebtedness and under applicable law, the
recourse at such time and thereafter of the lenders with respect to such Indebtedness is limited to
the property or assets so acquired, or the construction or improvements, including Indebtedness as
to which a performance or completion guarantee or similar undertaking was initially applicable to
the Indebtedness or the related property or assets if the guarantee or similar undertaking has been
satisfied and is no longer in effect. Indebtedness which is otherwise Non-Recourse Indebtedness
will not lose its character as Non-Recourse Indebtedness because there is recourse to the Company,
any Subsidiary of the Company or any other person for (a) environmental or tax warranties and
indemnities and such other representations, warranties, covenants and indemnities as are
customarily required in such transactions, or (b) indemnities for and liabilities arising from
fraud, misrepresentation, misapplication or non-payment of rents, profits, insurance and
condemnation proceeds and other sums actually received from secured assets to be paid to the
lender, waste and mechanics’ liens or similar matters.




          “Officers’ Certificate” means a certificate signed by (i) the Chairman, Chief Executive Officer, the President, a Vice
President or the Treasurer of the Company and (ii) the Corporate Secretary or an Assistant
Corporate Secretary of the Company and delivered to the Trustee; provided, however,
that such certificate may be signed by two of the officers or directors listed in clause (i) above
in lieu of being signed by one of such officers or directors listed in such clause (i) and one of
the officers listed in clause (ii) above.




          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company. Each such opinion
shall include the statements provided for in TIA Section 314(e) to the extent applicable.




          “Option to Elect Repayment” shall have the meaning specified in Section 1303.




          “Optional Reset Date” shall have the meaning specified in Section 308.




          “optional sinking fund payment” shall have the meaning specified in Section 1201.




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




          “Original Stated Maturity” shall have the meaning specified in Section 309.




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





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




     (ii) Securities, or portions thereof, for whose payment, purchase, redemption or
repayment at the option of the Holder money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in



7









 







trust or set
aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;




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




     (iv) Securities paid pursuant to Section 307 or Securities in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that, in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand, direction, consent or
waiver hereunder, and for the purpose of making the calculations required by TIA Section 316,
(i) the principal amount of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been declared to be) due and
payable, at the time of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301, and
(iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such calculation or in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which an Authorized Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor.




          “Participants” has the meaning specified in Section 304.




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




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





8









 








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




          “Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the
same debt as that evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 307 in exchange for a mutilated Security or
in lieu of a destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.




          “Principal Property” means any natural gas distribution property located in the United States, except any property
that in the opinion of the Board of Directors of the Company is not of material importance to the
total business conducted by the Company and its consolidated Subsidiaries.




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




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




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




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




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




          “Reset Notice” shall have the meaning specified in Section 308.




          “Restricted Securities” has the meaning specified in Section 1006.




          “Restricted Subsidiary”
means any Subsidiary the amount of Consolidated Net Tangible Assets of which constitutes more
than 10% of the aggregate amount of Consolidated Net Tangible Assets of the Company and its
Subsidiaries.




          “Sale and Leaseback Transaction” means any arrangement with any Person in which the Company or any Restricted Subsidiary leases
any Principal Property that has been or is to be sold or transferred by the Company or the
Restricted Subsidiary to such Person, other than any such arrangement involving (i) a lease for a
term, including renewals at the option of the lessee, of not more than three years or classified as
an operating lease under generally accepted accounting principles, (ii) leases between the Company
and a Restricted Subsidiary or between Restricted Subsidiaries and (iii) leases of a Principal
Property executed by the time of, or within 12 months after the latest of, the acquisition, the
completion of construction or



9









 






improvement, or the commencement of commercial operation, of the
Principal Property, whichever is later.




          “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one series of Securities, “Securities” with respect to the
Indenture for such series shall mean the Securities authenticated and delivered under such
Indenture for such series, exclusive, however, of the Securities of any series
authenticated and delivered under any other Indenture.




          “Security Register” and “Security Registrar” have the respective meanings specified in Section 306.




          “Special Record Date” means a date fixed by the Trustee for the payment of any Defaulted Interest pursuant to
Section 308.




          “Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest
thereon, means the date specified in such Security representing such installment of principal or
interest as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable, as such date may be extended pursuant to the provisions of
Section 309.




          “Subsequent Interest Period” shall have the meaning specified in Section 308.




          “Subsidiary”
of the Company means (i) a corporation, a majority of whose Capital Stock with rights, under
ordinary circumstances, to elect directors is owned, directly or indirectly, at the date of
determination, by the Company, by one or more Subsidiaries or by the Company and one or more
Subsidiaries or (ii) any other Person (other than a corporation) in which at the date of
determination the Company, one or more Subsidiaries or the Company and one or more Subsidiaries,
directly or indirectly, has at least a majority ownership and power to direct the policies,
management and affairs of that Person.




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




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




          “Trustee Payments“shall have the meaning specified in Section 610.




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





10









 








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




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




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




          SECTION 102. Compliance Certificates and Opinions.




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




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





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




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




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




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



11









 





          SECTION 103. Form of Documents Delivered to Trustee.




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




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




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




          SECTION 104. Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of any
series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agents duly appointed in writing. Except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to TIA
Section 315) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any reasonable manner which the Trustee deems sufficient.




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




          (d) If the Company shall solicit from the Holders of Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by
or pursuant to a Board Resolution, fix in advance a record date for the determination



12









 






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




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




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




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





     (1) the Trustee by any Holder, an agent of any bank or the Company shall be sufficient
for every purpose hereunder if made, given, furnished or delivered, in writing, to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department; or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished or
delivered, in writing, to the Company, addressed to it c/o 1800 Three Lincoln Centre, 5430
LBJ Freeway, Dallas, Texas 75240, Attention: Treasurer, or at any other address previously
furnished in writing to the Trustee by the Company.



          SECTION 106. Notice to Holders; Waiver.




          Where this Indenture provides for notice of any event to Holders of Securities by the Company
or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at his address as it appears in the Security Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In any case where




13









 







notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Securities. Any notice mailed to a Holder in the aforesaid
manner shall be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.




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




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




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




          SECTION 107. Conflict of Any Provision of Indenture with Trust Indenture Act.




          If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Sections 310 to 318, inclusive, or conflicts with any provision
(an “incorporated provision”) required by or deemed to be included in this Indenture by operation
of such TIA Sections, such imposed duties or incorporated provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.




          SECTION 108. Effect of Headings and Table of Contents.




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




          SECTION 109. Successors and Assigns.




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




          SECTION 110. Separability Clause.




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




14









 








          SECTION 111. Benefits of Indenture.




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




          SECTION 112. Governing Law.




          This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of laws principles that would apply any
other law. This Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be governed by such
provisions.




          SECTION 113. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any
Place of Payment, or if this Indenture provides for a time period that ends on a day that is not a
Business Day, then (notwithstanding any other provision of this Indenture or of any Security other
than a provision in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section), (a) payment of principal (or premium, if any) or interest, if
any, need not be made at such Place of Payment on such date, but such payments may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity, as the case may be, to such succeeding Business Day and (b) such time
period shall be deemed to end on the next succeeding Business Day.




          SECTION 114. No Recourse Against Others.




          A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. Each Holder by
accepting any of the Securities waives and releases all such liability.





15












 





ARTICLE TWO


SECURITY FORMS




          SECTION 201. Forms Generally.



          The Securities shall be in substantially the forms as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If the forms of Securities of any
series are established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Corporate Secretary or an Assistant Corporate
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such Securities. Any
portion of the text of any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.



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



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



          SECTION 202. Form of Trustee’s Certificate of Authentication.



          Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially
the following form:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          Dated:                                         




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




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






16









 





          SECTION 203. Securities Issuable in Global Form.



          When Securities of or within a series are issued in global form, as specified as contemplated
by Section 301, then, any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate
amount of Outstanding Securities of such series represented thereby may from time to time be
increased or decreased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 305. Subject to the provisions of Section 303 and, if
applicable, Section 305, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section 305 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.



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



          Notwithstanding the provisions of Section 308, unless otherwise specified as contemplated by
Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in
permanent global form shall be made to the Person or Persons specified therein.



          Notwithstanding the provisions of Section 310 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent Global
Security the Holder of such permanent Global Security.



          SECTION 204. Form of Legend for Book-Entry Securities.



          Any Global Security authenticated and delivered hereunder shall bear a legend (which would be
in addition to any other legends required in the case of a Restricted Security) in substantially
the following form:




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS
SECURITY MAY



17









 







NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



ARTICLE THREE




THE SECURITIES




          SECTION 301. Amount Unlimited; Issuable in Series.



          The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



          The Securities may be issued in one or more series. There shall be established in one or more
Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to
Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable (each of which, if so provided, may be
determined from time to time by the Company with respect to unissued Securities of the series and
set forth in such Securities of the series when issued from time to time):




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




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




     (3) The aggregate principal amount of the Securities of the series, the percentage of
their principal amount at which the Securities of the series shall be issued and the date or
dates on which the principal of the Securities of the series shall be payable or the method
by which such date or dates shall be determined or extended;




     (4) The rate or rates (which may be fixed or variable) at which the Securities of the
series shall bear interest, if any, and, if variable, the method by which such rate or rates
shall be determined and the periods when such rate or rates will be in effect;




     (5) The date or dates from which any interest shall accrue or the method by which such
date or dates will be determined, the date or dates on which any interest will be payable
(including the Regular Record Dates for such Interest Payment Dates) or the method by which
such dates will be determined, the terms under which payment of any interest may be deferred
if it may be deferred, and the basis on which any interest will be calculated if other than
on the basis of a 360-day year of twelve 30-day months;



18









 






     (6) The place or places, if any, other than or in addition to New York City, where the
principal of (and premium, if any, on) and interest, if any, on the Securities of the series
will be payable, where any Securities may be surrendered for registration of transfer, where
the Securities of the series may be surrendered for exchange and where notices or demands to
or upon the Company in respect of the Securities of the series may be served;




     (7) The period or periods within which, the price or prices at which, and the other
terms and conditions upon which, the 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 and any
restrictions on the sources of funds for redemption payments (which may benefit the holders
of any other securities of the Company);




     (8) The obligation, if any, of the Company to redeem, purchase or repay the Securities
of the series, in whole or in part, pursuant to any sinking fund or analogous provision or
at the option of a holder thereof, and the period or periods within which, the price or
prices at which, and the other terms and conditions upon which, the Securities of the series
will be so redeemed, purchased or repaid;




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




     (10) Any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to the Securities of the series (which Events of
Default or covenants may not be consistent with the Events of Default or covenants set forth
in the general provisions of this Indenture);




     (11) If other than the entire principal amount thereof, the portion of the principal
amount of the Securities of the series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the method by which such
portion shall be determined;




     (12) Any provisions in modification of, in addition to or in lieu of any provisions of
Article Fourteen of this Indenture relating to defeasance and covenant defeasance that shall
be applicable to the Securities of the series;




     (13) Any provisions granting special rights to the Holders of the Securities of the
series upon the occurrence of such events as may be specified;




     (14) If other than the Trustee, the designation of any Paying Agent or Security
Registrar for the Securities of the series, and the designation of any transfer or other
agents or depositories for the Securities of the series;




     (15) Whether the Securities of the series shall be issuable initially in temporary
global form, whether any of the Securities of the series is to be issuable in permanent



19









 







global form and, if so, whether beneficial owners of interests in any Global Security
may exchange such interests for Definitive Securities of like tenor of any authorized form
and denomination and the circumstances under which any such exchanges may occur, if other
than in the manner provided in the Indenture, and, if the Securities are to be issuable as a
Global Security, the identity of the depository for the Securities of the series;




     (16) The person to whom any interest on any Security shall be payable, if other than
the person in whose name the Securities of the series (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest, or the manner in which any interest payable on a temporary Security issued in
global form shall be paid (if other than as described in Section 304);




     (17) The denomination or denominations in which the Securities of the series shall be
issuable, if other than $2,000 or any integral multiple of $1,000 in excess thereof;




     (18) Whether and under what circumstances the Company shall pay Additional Amounts, as
contemplated by Section 1008 of this Indenture, on the Securities of the series to any
Holder who is not a United States person (including any modification of the definition of
such term as contained in this Indenture) in respect of any tax, assessment or governmental
charge and, if so, whether the Company shall have the option to redeem the Securities of the
series rather than pay such Additional Amounts (and the terms of any such option);




     (19) Whether the Securities of the series will be convertible into or exchangeable for
other Securities, common shares or other securities of any kind of the Company or another
obligor, and, if so, the terms and conditions upon which such Securities will be so
convertible or exchangeable, including the initial conversion or exchange price or rate or
the method of calculation, how and when the conversion price or exchange ratio may be
adjusted, whether conversion or exchange is mandatory, at the option of the holder or at the
Company’s option, the conversion or exchange period, and any other provision related to such
securities and




     (20) Any other terms, conditions, rights and preferences (or limitations on such rights
and preferences) of the Securities of the series which may not be consistent with the other
provisions of this Indenture.



          All Securities of any one series shall be substantially identical except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in such
Officers’ Certificate or in any such indenture supplemental hereto. Not all Securities of any one
series need be issued at the same time, and, unless otherwise provided, a series may be reopened
for issuances of additional Securities of such series.



          If any of the terms of the series are established by action taken pursuant to one or more
Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series.



20









 





          SECTION 302. Denominations.



          The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions, the Securities of such series,
other than Securities issued in global form (which may be of any denomination), shall be issuable
in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.



          SECTION 303. Execution, Authentication, Delivery and Dating.



          The Securities shall be executed on behalf of the Company by any one of the following: its
Chairman, its Chief Executive Officer, its President or one of its Vice Presidents, and attested by
one of its Vice Presidents, its Corporate Secretary or one of its Assistant Corporate Secretaries.
The signature of any of these officers on the Securities may be manual or facsimile.



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



          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, which order shall set forth the number of separate Securities, the principal amount of
the Securities to be authenticated, the date on which the Securities are to be authenticated, the
registered holders of the Securities and delivery instructions, and the Trustee in accordance with
such Company Order shall authenticate and make available for delivery such Securities. If not all
the Securities of any series are to be issued at one time and if the Board Resolution, Officers’
Certificate or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining terms of particular Securities of such series such as interest rate, stated maturity,
date of issuance and date from which interest shall accrue.



          In authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:




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




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




     (3) that such Securities, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance with this
Indenture, authenticated and made available for delivery by the Trustee in



21









 







accordance with this Indenture and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute the legal, valid and
binding obligations of the Company, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other similar laws of general
applicability relating to or affecting the enforcement of creditors’ rights, to general
equitable principles and to other customary qualifications.



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



          The Trustee shall not be required to authenticate and make available for delivery any such
Securities if the issuance of such Securities pursuant to this Indenture will affect the Trustee’s
own rights, duties, immunities, protections, privileges, indemnities and benefits under the
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee and the Trustee shall not be liable to the Company for any failure to authenticate any such
Securities in such circumstances.



          Each Security shall be dated the date of its authentication.



          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in Section 311 together
with a written statement (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture.



          SECTION 304. Book-Entry Securities.



          (a) The Securities of a series may be issuable in whole or in part in the form of one or more
Global Securities (“Book-Entry Securities”) deposited with, or on behalf of, a Depository (the
“Depository”). In the case of Book-Entry Securities, one or more Global Securities will be issued
in a denomination or aggregate denomination equal to the portion of the aggregate principal amount
of Outstanding Securities of the series to be represented by such



22









 







Global Security or Global Securities. The additional provisions set forth in this Section 304
shall apply to Book-Entry Securities.



          (b) Book-Entry Securities will be deposited with, or on behalf of, the Depository, and
registered in the name of the Depository’s nominee, for credit to the respective accounts of
institutions that have accounts with the Depository or its nominee (“Participants”);
provided that Book-Entry Securities purchased by Persons outside the United States may be
credited to or through accounts maintained at the Depository by or on behalf of Euroclear or
Clearstream International. The accounts to be credited will be designated by the underwriters or
agents of such Securities or, if such Securities are offered and sold directly by the Company, by
the Company. Ownership of beneficial interests in Book-Entry Securities will be limited to Persons
that may hold interests through Participants.



          Participants shall have no rights under this Indenture or any indenture supplemental hereto
with respect to any Book-Entry Security held on their behalf by the Depository, or the Trustee as
its custodian, and the Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of the Book-Entry Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing in this Indenture or any such supplemental
indenture shall prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the
Depository or impair, as between a Depository and its Participants, the operation of customary
practices governing the exercise of the rights of a Holder of any Security.



          (c) Transfers of Book-Entry Securities shall be limited to transfers in whole, but not in
part, to the Depository, its successors or their respective nominees. Interests of beneficial
owners in Book-Entry Securities may be transferred or exchanged for Securities in fully registered,
certificated form (“Definitive Securities”) only if (i) the Depository notifies the Trustee in
writing that the Depository is no longer willing or able to continue as Depository and a qualified
successor Depository is not appointed by the Company within 60 days following such notice, (ii) the
Company, at any time and in its sole discretion, determines not to have any Securities of one or
more series represented by Global Securities or (iii) after the occurrence of an Event of Default
with respect to such Securities, a holder of Securities notifies the Trustee in writing that it
wishes to receive a Definitive Security and provides to the Trustee evidence reasonably
satisfactory to the Trustee of its ownership interest in such Securities. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical delivery of
Definitive Securities equal in principal amount to such beneficial interest and registered in its
name.



          (d) In connection with any transfer or exchange of a portion of the beneficial interest in any
Book-Entry Security to beneficial owners pursuant to paragraph (c) above, the Security Registrar
shall reflect on its books and records the date and a decrease in the principal amount of the
Book-Entry Security in an amount equal to the principal amount of the beneficial interest in the
Book-Entry Security to be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Definitive Securities of like tenor and principal amount of
authorized denominations.



23









 





          (e) In connection with the transfer of Book-Entry Securities as an entirety to beneficial
owners pursuant to paragraph (c) above, the Book-Entry Securities shall be deemed to be surrendered
to the Trustee for cancellation and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial
interest in the Book-Entry Securities, an equal aggregate principal amount of Definitive Securities
of like tenor of authorized denominations.



          (f) The Holder of any Book-Entry Security may grant proxies and otherwise authorize any
Person, including Participants and Persons that may hold interests through Participants, to take
any action which a Holder is entitled to take under this Indenture or the Securities.



          SECTION 305. Temporary Securities.



          Pending the preparation of Definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
typewritten, printed, lithographed, engraved or otherwise produced by any combination of these
methods, 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 Securities may determine, as
evidenced by their execution of such Securities. Such temporary Securities may be in global form.



          If temporary Securities of any series are issued, the Company will cause Definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of Definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
Definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of Definitive Securities of the same series of authorized denominations. Until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as Definitive Securities of such series.



          Until exchanged in full as hereinabove provided, the temporary Securities of any series,
including temporary Global Securities (whether or not issued as Book-Entry Securities as provided
in Section 304), shall in all respects be entitled to the same benefits under this Indenture as
Definitive Securities of the same series and of like tenor authenticated and delivered hereunder.



          SECTION 306. Registration, Registration of Transfer and Exchange.



          The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for
each series of Securities (the registers maintained in such office of the Trustee and in any other
office or agency designated pursuant to Section 1002 being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may



24









 







prescribe, the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby initially appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided.



          Except as otherwise described in this Article Three, upon surrender for registration of
transfer of any Security of any series at the office or agency of the Security Registrar in a Place
of Payment for that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Securities of the
same series, in each case, of any authorized denominations and of a like aggregate principal
amount.



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



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



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



          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to pay all documentary, stamp, similar
issue or transfer taxes or other governmental charges that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant to Section 305,
906, 1107 or 1305 not involving any transfer.



          Neither the Company nor the Security Registrar shall be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of Securities of that series under
Section 1103 or 1203 and ending at the close of business on the day of the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part, or (iii) to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if any, of such Security
not to be so repaid.



25









 





          SECTION 307. Mutilated, Destroyed, Lost and Stolen Securities.



          If any mutilated Security is surrendered to the Trustee together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save each of them and any
agent of either of them harmless from any loss or liability which any of them may suffer if a
Security is replaced and subsequently presented or claimed for payment, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding, or, in case any such mutilated Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.



          If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
as may be required by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or an Authorized Officer of the Trustee that such Security has
been acquired by a “protected purchaser” (as defined in Article 8 of the Uniform Commercial Code),
the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.



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



          Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other
governmental charges that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.



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



          The provisions of this Section 307 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



          SECTION 308. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.



          (a) Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest, if any, on any 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



26









 







Regular Record Date for such interest at the office or agency of the Company maintained for
such purpose pursuant to Section 1002; provided, however, that each installment of
interest, if any, on any Security may at the Company’s option be paid by (i) mailing a check for
such interest, payable to or upon the written order of the Person entitled thereto pursuant to
Section 310, to the address of such Person as it appears on the Security Register or (ii) with the
consent of the Trustee (if the Trustee is then serving as Paying Agent) wire transfer to an account
located in the United States maintained by the payee.



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




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money (except as otherwise specified
pursuant to Section 301 for the Securities of such series) equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be given in the manner
provided in Section 106, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been so given, such Defaulted Interest shall be paid to the Persons in whose name the
Securities of such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following Subsection (2).




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



27









 





          (b) The provisions of this Section 308(b) may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an “Optional Reset
Date”). The Company may exercise such option with respect to such Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for
such Security, which notice shall contain such information as may be required by the Trustee to
transmit the Reset Notice (as hereinafter defined). Not later than 40 days prior to each Optional
Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of
any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to reset
the interest rate (or the spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if
applicable) and (ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the
Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the
date or dates on which or the period or periods during which and the price or prices at which such
redemption may occur during the Subsequent Interest Period.



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



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



          Subject to the foregoing provisions of this Section and Section 306, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any



28









 







other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.



          SECTION 309. Optional Extension of Stated Maturity.



          The provisions of this Section 309 may be made applicable to any series of Securities pursuant
to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to
such Section 301). The Stated Maturity of any Security of such series may be extended at the
option of the Company for the period or periods specified on the face of such Security (each an
“Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of
such Security. The Company may exercise such option with respect to any Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such
Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the
Company exercises such option, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security shall
be extended automatically and, except as modified by the Extension Notice and as described in the
next paragraph, such Security will have the same terms as prior to the transmittal of such
Extension Notice.



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



          If the Company extends the Maturity of any Security, the Holder will have the option to elect
repayment of such Security by the Company on the Original Stated Maturity at a price equal to the
principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Maturity of such Security, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the option of Holders,
except that the period for delivery or notification to the Trustee shall be at least 25 but not
more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered
any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the
Trustee revoke such tender for repayment until the close of business on the tenth day (or if such
day is not a Business Day, on the immediately succeeding Business Day) before the Original Stated
Maturity.



          SECTION 310. Persons Deemed Owners.



          Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of



29









 







principal of (and premium, if any) and (subject to Sections 306 and 308) interest, if any, on
such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.



          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of (i) the records relating to or payments made on
account of any Participants or any beneficial ownership interests of a Security in global form,
(ii) maintaining, supervising or reviewing any records maintained by any Depository or Participant
or any other Person relating to such beneficial ownership interests, (iii) the delivery or
timeliness of delivery of any notice to any beneficial owner of Securities which is required or
permitted under the terms of this Indenture or such Securities, (iv) the selection of the
beneficial owners to receive payments in the event of a partial redemption or repayment, or (v) any
consent given or other action taken by the Depository or other Holder of a Security, as the
registered holder thereof.



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



          SECTION 311. Cancellation.



          All Securities surrendered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any current or future sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered to the Trustee shall be promptly cancelled by it. The Company may at
any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with
its customary procedures, unless by Company Order the Company shall direct that cancelled
Securities be returned to it.



          SECTION 312. Computation of Interest.



          Interest, if any, on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.



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          SECTION 313. CUSIP Numbers.



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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




          SECTION 401. Satisfaction and Discharge of Indenture.



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



          (1) either




     (A) all Securities of such series theretofore authenticated and delivered have
been delivered to the Trustee for cancellation; or




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




     (i) have become due and payable, or




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




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




     (2) the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for such purpose (A) an
amount of cash in U.S. dollars or (B) Government Obligations applicable to such series of
Securities which through the scheduled payment of principal and interest



31









 







in respect thereof in accordance with their terms will provide, not later than one day
before the due date of any payment of principal of and premium, if any, and interest, if
any, on such Securities, money in an amount, or (C) a combination of (A) and (B) in such
amounts in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;




     (3) the Company has delivered irrevocable instructions to the Trustee to apply the
deposited cash and Government Obligations towards the payment of the Securities of such
series at the Stated Maturity or Redemption Date;




     (4) the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to such series; and




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



          Notwithstanding the satisfaction and discharge of this Indenture as to such series, the
obligations of the Company to the Trustee under Section 606, the obligations of the Trustee to any
Authenticating Agent under Section 612 and, if money and/or Government Obligations shall have been
deposited with the Trustee pursuant to subclause (B) of Subsection (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.



          SECTION 402. Application of Trust Money.



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



ARTICLE FIVE




REMEDIES




          SECTION 501. Events of Default.



          “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events:



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




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




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




     (4) failure on the part of the Company to observe or perform any other covenant or
agreement contained in this Indenture (other than a covenant or agreement included in this
Indenture not for the benefit of such series) for 60 days after written notice stating the
Company is in breach has been given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of outstanding
Securities of such series; or




     (5) default under any indenture or instrument under which the Company or any Restricted
Subsidiary has at the time outstanding indebtedness for borrowed money or guarantees thereof
in any individual instance in excess of $25,000,000 and, if not already matured in
accordance with its terms, such indebtedness has been accelerated and such acceleration is
not cured within 30 days after notice thereof has been given to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of Outstanding Securities of such series; provided that, if, prior to the
entry of judgment in favor of the Trustee for payment of the Securities of such series, the
default under such indenture or instrument has been remedied by the Company or such
Restricted Subsidiary, or waived by the holders of such indebtedness, then the Event of
Default under this Indenture will be deemed likewise to have been remedied or waived; or




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




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



33









 






     (8) any other Event of Default provided for the benefit of Securities of such series.



          SECTION 502. Acceleration of Maturity; Rescission and Annulment.



          If any Event of Default described in Section 501 with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders
of at least 25% in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount as may be specified in the terms of that
series) of all of the Securities of that series and all accrued interest thereon 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 portion thereof) shall
become immediately due and payable.



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




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




     (1) all overdue interest, if any, on all Outstanding Securities of that series,




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




     (3) interest upon such overdue interest at the rate or rates prescribed
therefor in such Securities, and




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




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



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



34









 





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



          The Company covenants that if:




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




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


then the Company will, upon demand of the Trustee, pay to it for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal (and premium, if
any) and interest, if any, and interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.




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



          If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series under this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce such rights.



          SECTION 504. Trustee May File Proofs of Claim.



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




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




35












 






advances of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and




     (ii) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 606.




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



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



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



          SECTION 506. Application of Money Collected.



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




     First: To the payment of all amounts due the Trustee under Section 606;




     Second: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest, if any, on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, if any, respectively; and




     Third: The balance, if any, to the Company.




36











 





          SECTION 507. Limitation on Suits.




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





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




     (2) the Holders of at least 25% in principal amount of the Outstanding Securities of
that series shall have made written request to the Trustee to institute proceedings in
respect of an Event of Default described in Section 501 in its own name as Trustee hereunder
and such Holders have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;




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




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


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders of Securities of the same series, in respect of any
Event of Default described in Section 501, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all Holders of Securities of the same
series, in respect of such Event of Default.




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




          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 308) interest, if any, on, such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.




          SECTION 509. Restoration of Rights and Remedies.




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




37









 




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




          SECTION 510. Rights and Remedies Cumulative.




          Except as otherwise provided in Section 307, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.




          SECTION 511. Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.




          SECTION 512. Control by Holders.




          With respect to the Securities of any series, the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, related to or arising under Section 501,
provided that in each case





     (1) such direction shall not be in conflict with any rule of law or with this Indenture
or expose the Trustee to personal liability, and




     (2) subject to the provisions of the TIA Section 315, the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such direction.



          SECTION 513. Waiver of Past Defaults.




          Subject to Section 502, the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past Default or Event of Default in Section 501 in respect of such series and its
consequences, except a Default or Event of Default,





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



38









 






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



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




          SECTION 514. Undertaking for Costs.




          All parties to this Indenture agree, and each Holder of Securities of any series by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or
to any suit instituted by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest on Securities of any series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption
Date); provided that neither this Section 514 nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.




          SECTION 515. Waiver of Stay or Extension Laws.




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




ARTICLE SIX




THE TRUSTEE




          SECTION 601. Notice of Defaults.




          Within 90 days after the occurrence of any Default hereunder with respect to the Securities of
any series of which the Trustee is deemed to have knowledge pursuant to Section




39









 




602, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in the Security
Register, notice of such Default hereunder, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the Board of Directors, the
executive committee or a trust committee of directors and/or Authorized Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided further that in the case of any Default or
breach of the character specified in Section 501(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the occurrence thereof.




          SECTION 602. Certain Rights of Trustee.




          The duties and rights of the Trustee hereunder shall be provided in TIA Sections 315(a)
through 315(d) and, subject thereto,





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




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




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




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




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




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



40









 






shall determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;




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




     (8) No provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it;




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




     (10) The Trustee is not required to take notice or deemed to have notice of any Default
or Event of Default hereunder, unless an Authorized Officer of the Trustee has received
notice in writing of such Default or Event of Default from the Company or from the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities of the series so
affected, and in absence of any such notice, the Trustee may conclusively assume that no
Default or Event of Default exists;




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




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




     (13) The Trustee shall have no responsibility for any information in any offering
memorandum or other disclosure material distributed with respect to any series of
Securities, and the Trustee shall have no responsibility for compliance with any state or
federal securities laws in connection with the Securities, other than the filing of any
documents required to be filed by an indenture trustee pursuant to the Trust Indenture Act;




     (14) 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 each agent, custodian
and other Person employed to act hereunder;



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     (15) The Trustee may request that the Issuer deliver an Officers’ 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 Officers’ Certificate may be signed by
any person authorized to sign an Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered Certificate, including any person
specified as so authorized in any such certificate previously delivered and not superseded;




     (16) The Trustee shall not be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss or
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action; and




     (17) The Trustee shall not be required to give any note, bond or surety in respect of
the execution of the trusts and powers under this Indenture.



          SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities.




          The recitals contained herein and in the Securities, except for the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of Securities or the
proceeds thereof, 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 to be made by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.




          SECTION 604. May Hold Securities.




          The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or of the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.




          SECTION 605. Money Held in Trust.




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




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          SECTION 606. Compensation and Reimbursement.




          The Company agrees:





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




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




     (3) to indemnify each of Trustee or any predecessor Trustee for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense including taxes
(other than taxes based on the income of the Trustee) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any claim or
liability in connection with any action taken, suffered or omitted by the Trustee hereunder.



          As security for the performance of the obligations of the Company under this Section 606, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (or premium, if
any) or interest, if any, on particular Securities.




          The provisions of this Section shall survive the termination of this Indenture.




          SECTION 607. Conflicting Interests.




          The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.




          SECTION 608. Corporate Trustee Required; Eligibility; Conflicting Interests.




          There shall at all times be a Trustee hereunder qualified or to be qualified under TIA
Section 310(a)(1) and which, to the extent there is such an institution eligible and willing to
serve, shall have a combined capital and surplus of at least $50,000,000. If such Trustee
publishes or files reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 608, the combined capital and surplus of the Trustee shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published or filed. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 608, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.




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          SECTION 609. Resignation and Removal; Appointment of Successor.




          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 610.




          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




          (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of not less than a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the removed Trustee may, at the expense of the Company, petition a court of
competent jurisdiction for the appointment of a successor Trustee.




          (d) If at any time:





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




     (2) the Trustee shall cease to be eligible under Section 608 and shall fail to resign
after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or




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


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




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to the Securities of
any




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particular series). If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section
610, become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.




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




          SECTION 610. Acceptance of Appointment by Successor.




          (a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; provided, however, that the retiring
Trustee shall continue to be entitled to the benefit of Section 606; but, on the request of the
Company or the successor Trustee and after payment of all amounts due and payable to such retiring
Trustee pursuant to Section 606 (collectively, the “Trustee Payments”), such retiring Trustee
shall, upon payment of any additional charges therefor, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder.




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series and after receipt by the retiring Trustee of the Trustee
Payments, the Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or




45









 




facilitate the administration of the trusts hereunder by more than one Trustee, it
being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee and after receipt by the retiring Trustee of all Trustee Payments,
such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.




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




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




          SECTION 611. Merger, Conversion, Consolidation or Succession to Business.




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




          SECTION 612. Appointment of Authenticating Agent.




          At any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series and the




46









 




Trustee shall give written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner provided for in
Section 106. Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any
such appointment shall be evidenced by an instrument in writing signed by an Authorized Officer of
the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be reasonably acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of America, any state
thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation publishes or files reports of
condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published or filed. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section.




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




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




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




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




          Dated:                                         




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




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	as Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






          SECTION 613. Preferential Collection of Claims Against Company.




          If and when the Trustee shall be or become a creditor of the Company (or any other obligor
under the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor).




ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




          SECTION 701. Disclosure of Names and Addresses of Holders.




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




48









 








          SECTION 702. Reports by Trustee.




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




          SECTION 703. Reports by Company.




          The Company shall:





     (1) file with the Trustee, within 30 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the
Company is not required to file information, documents or reports pursuant to either of such
Sections, then it shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the supplementary
and periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;




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




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



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




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




          The Company shall not consolidate with or merge into, or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its assets to, any Person, unless:




49









 









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




     (2) The corporation or other entity formed by such consolidation or into which the
Company is merged, or the Person to which such properties and assets will have been
conveyed, transferred or leased, assumes the Company’s obligation as to the due and punctual
payment of the principal of (and premium, if any, on) and interest, if any, on all the
Securities and the performance and observance of every covenant to be performed by the
Company under this Indenture, and will be organized under the laws of the United States, one
of the states thereof or the District of Columbia; and




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



          This Section shall only apply to a merger or consolidation in which the Company is not the
surviving entity and to conveyances, leases and transfers by the Company as transferor or lessor.




          SECTION 802. Rights and Duties of Successor Corporation.




          In case of any such consolidation, merger, conveyance or transfer to which Section 801 applies
and upon any such assumption by the successor corporation or Person, such successor corporation or
Person shall succeed to and be substituted for the Company with the same effect as if it had been
named herein as the Company and the predecessor corporation shall be relieved of any further
obligation under this Indenture. Such successor corporation or Person thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company any or all of the
Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such successor
corporation or Person, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers of the Company to
the Trustee for authentication, and any Securities which such successor corporation or Person
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution hereof. As
used in this Section, “successor corporation or Person” means the entity formed by such
consolidation or into which the Company is merged, or the Person which acquires by conveyance,
transfer or lease the properties and assets of the Company substantially as an entirety, as the
case may be, in each case as provided in Section 801.





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          SECTION 803. Securities to be Secured in Certain Events.



          If, upon any such consolidation of the Company with, or merger of the Company into, any other
entity, or upon any conveyance, transfer or lease of the property of the Company substantially as
the entirety to any other Person, any Principal Property of the Company or any Restricted
Securities owned immediately prior thereto, would become or be subject to any Lien securing
Indebtedness, then unless such Lien could be created pursuant to Section 1006 without equally and
ratably securing the Securities (or, in the case of Securities of any series that are subordinated
in right of payment to the Indebtedness secured by such Lien, on a subordinated basis to such
Lien), the Company prior to or simultaneously with such transaction will, as to such Principal
Property or Restricted Securities, secure the Securities Outstanding hereunder that have the
benefit of Section 1006 (together with, if the Company shall so determine, any other Indebtedness
of the Company now existing or hereafter created) equally and ratably with (or prior to or, in the
case of Securities of any series that are subordinated in right of payment to the Indebtedness
secured by such Lien or in the case of other Indebtedness of the Company that is subordinated to
the Securities, on a subordinated basis to such Lien securing) the Indebtedness which upon such
event is to become secured as to such Principal Property or Restricted Securities by such Lien, or
will cause such Securities to be so secured.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




          SECTION 901. Supplemental Indentures Without Consent of Holders.



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




     (1) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities; or




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




     (3) to add any additional Events of Default (and if such Events of Default are to be
for the benefit of less than all series of Securities, stating that such Events of Default
are being included solely for the benefit of such series); or




     (4) to change or eliminate any of the provisions of this Indenture; provided
that any such change or elimination shall become effective with respect to any series only



51









 







if there is no Security Outstanding of such series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision; or




     (5) to secure the Securities of any series pursuant to the requirements of Section 803
or 1006 or otherwise; or




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




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 610(b); or




     (8) to close this Indenture with respect to the authentication and delivery of
additional series of Securities; or




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




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




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



          SECTION 902. Supplemental Indentures with Consent of Holders.



          With the consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities of the series affected by such supplemental indenture (including any
consents obtained in connection with a tender or exchange offer for Outstanding Securities), by Act
of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into one or more indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture applicable to such series or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture amendment or waiver shall, without the consent
of the Holder of each Outstanding Security of such series affected thereby:




     (1) change the Stated Maturity of the principal of (or premium, if any) or any
installment of interest on any Security, or reduce the principal amount thereof (or



52









 







premium,
if any) or the rate of interest, if any, thereon, or change any obligation of the Company to
pay Additional Amounts as contemplated by Section 1008 (except as contemplated by Section
801(2) and permitted by Section 901(1)), or reduce the amount of the principal of an Indexed
Security or an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of any Holder of any Security, or change any Place of Payment where,
any Security or any premium or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption or repayment at the option of the Holder, on or after the Redemption
Date or Repayment Date, as the case may be), or adversely affect any right to convert or
exchange any Security as may be provided pursuant to Section 301 herein, or




     (2) reduce the percentage in principal amount of the Outstanding Securities of such
series, the consent of whose Holders is required for any such supplemental indenture, or




     (3) modify any of the provisions of this Section 902, Section 503 (second paragraph
only), Section 513 or Section 1009, except to increase any percentage provided therein, or
modify Section 508.



          A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture as applicable to a 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.



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



          SECTION 903. Execution of Supplemental Indentures.



          In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 602 hereof) shall be
fully protected in relying upon an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties, protections, privileges, indemnities, benefits or immunities under this Indenture
or otherwise.



          SECTION 904. Effect of Supplemental Indentures.



          Any Holder which has consented to an amendment or waiver pursuant to Section 902 or any
subsequent Holder of a Security evidencing the same debt may revoke the consent as to its Security
or portion of a Security; provided that any revocation of a consent by the Holder of a



53









 







Security or
any such subsequent Holder shall be effective only if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officers’ Certificate from the Company certifying
that the requisite number of consents have been received. If a record date is fixed in connection
with any such consent pursuant to Section 105 hereof, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any
consent previously given, whether or not such Persons continue to be Holders after such record
date.



          Any amendment or waiver becomes effective upon the (i) receipt by the Company or the Trustee
of the requisite number of consents, (ii) satisfaction of any conditions to effectiveness as set
forth in this Indenture or any indenture supplemental hereto containing such amendment, supplement
or waiver and (iii) execution of such amendment or waiver (or the related supplemental indenture)
by the Company and the Trustee.



          After an amendment or waiver becomes effective in the manner described in the immediately
preceding paragraph, it shall bind every Holder, unless it makes a change described in any of
clauses (1) through (3) of Section 902, in which case, the amendment or
waiver shall bind a Holder of a Security who is affected thereby, and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
only if such Holder or any such subsequent Holder has consented to such amendment or waiver;
provided that any such waiver shall not impair or affect the right of any Holder to receive payment
of principal of and interest on a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.



          SECTION 905. Conformity with Trust Indenture Act.



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



          SECTION 906. Reference in Securities to Supplemental Indentures.



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



          SECTION 907. Notice of Supplemental Indentures.



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



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ARTICLE TEN




COVENANTS




          SECTION 1001. Payment of Principal, Premium and Interest.



          The Company covenants and agrees, as to each series of Securities, that it will duly and
punctually pay the principal of (and premium, if any, on) and interest, if any, on the Securities
of such series in accordance with the terms of such Securities and this Indenture.



          SECTION 1002. Maintenance of Office or Agency.



          The Company will maintain, as to each series of Securities, in each Place of Payment for each
series of Securities an office or agency where Securities of such series 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 of such series 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.



          The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of
its obligation to maintain an office or agency in accordance with the requirements set forth above
for Securities of any series for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency. Unless otherwise specified with respect to any Securities pursuant to
Section 301 with respect to a series of Securities, the Company hereby designates as Places of
Payment for each series of Securities the office or agency of the Trustee in the Borough of
Manhattan, the City of New York, and initially appoints the Trustee at its Corporate Trust Office
in Atlanta, Georgia and at the office of its agent in the Borough of Manhattan, the City of New
York as Paying Agent in each such city as its agent to receive all such presentations, surrenders,
notices and demands.



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



          If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it shall, before each due date of the principal of (and premium, if any, on) and
interest, if any, on any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum (except as otherwise specified pursuant to Section
301 for the Securities of such series) sufficient to pay the principal of (and premium, if any, on)
and interest, if any, on Securities of such Series so becoming due until such sums shall be paid to



55









 







such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.



          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to or on each due date of the principal of (and premium, if any, on) and interest, if
any, on any Securities of such series, deposit with the Paying Agent, a sum sufficient to pay the
principal (and premium, if any, on) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) will promptly notify the Trustee of its action or failure so to act.



          The Company shall cause each Paying Agent (other than the Trustee) for any series of
Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall
agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:




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




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of such series) in the making of any payment of principal (and premium, if
any, on) and interest, if any, on the Securities of such series; and




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



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



          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, on) and interest, if any, on any
Security of any series and remaining unclaimed for two years after such principal (and premium, if
any, on) or interest has become due and payable, shall be paid to the Company on Company Request,
or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date



56









 







specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.



          SECTION 1004. Statement as to Compliance.



          The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company, commencing with its fiscal year ending after the date hereof, a brief certificate from
any two of its principal executive officer, principal financial officer or principal accounting
officer as to his or her knowledge of the compliance by the Company with all conditions and
covenants under this Indenture. For purposes of this Section 1004, such compliance shall be
determined without regard to any period of grace or requirement of notice under this Indenture.



          SECTION 1005. Corporate Existence.



          Subject to Article Eight, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights (charter and statutory)
and franchises and the respective corporate existence, rights (charter and statutory) and
franchises of its Restricted Subsidiaries; provided, however, that the Company
shall not be required to preserve any such existence of any Restricted Subsidiary or any right or
franchise of the Company or any Restricted Subsidiary, if the Company shall determine that the
preservation
thereof is no longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries as a whole and not disadvantageous in any material respect to the Holders.



          SECTION 1006. Limitations on Liens.



          The Company covenants and agrees that it will not, and will not permit any Restricted
Subsidiary to, create, incur, issue or assume any Indebtedness secured by any Lien on any Principal
Property, or on shares of stock or Indebtedness of any Restricted Subsidiary (“Restricted
Securities”), without making effective provision for the Outstanding Securities (other than
Securities of any series not entitled to the benefit of this Section) to be secured by a Lien
equally and ratably with, or prior to (or in the case of Securities of any series that are
subordinated in right of payment to the Indebtedness secured by such Lien, by a Lien subordinated
to), the Lien securing such Indebtedness for so long as such Indebtedness is so secured, except
that the foregoing restriction shall not apply to:




     (1) Any Lien existing on the date of the first issuance of Securities of the relevant
series under this Indenture, or existing on such other date as may be specified in any
supplemental indenture, Board Resolution or Officers’ Certificate with respect to such
series;




     (2) Any Lien on any Principal Property or Restricted Securities of any Person existing
at the time such Person is merged or consolidated with or into the Company or a Restricted
Subsidiary, or becomes a Restricted Subsidiary, or arising thereafter otherwise than in
connection with the borrowing of money arranged thereafter and pursuant to contractual
commitments entered into prior to and not in contemplation of such Person’s becoming a
Restricted Subsidiary;



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     (3) Any Lien on any Principal Property or Restricted Securities existing at the time of
acquisition of such Principal Property or Restricted Securities by the Company or a
Restricted Subsidiary, whether or not assumed by the Company or such Restricted Subsidiary,
provided that no such Lien may extend to any other Principal Property or Restricted
Securities of the Company or any Restricted Subsidiary;




     (4) Any Lien on any Principal Property (including any improvements on an existing
Principal Property) of the Company or any Restricted Subsidiary, and any Lien on Restricted
Securities of a Restricted Subsidiary that was formed or is held for the purpose of
acquiring and holding such Principal Property, in each case to secure all or any part of the
cost of acquisition, development, operation, construction, alteration, repair or improvement
of all or any part of such Principal Property (or to secure Indebtedness incurred by the
Company or a Restricted Subsidiary for the purpose of financing all or any part of such
cost); provided that such Lien is created prior to, at the time of, or within
12 months after the latest of, the acquisition, completion of construction or improvement or
commencement of commercial operation of such Principal Property and provided,
further, that no such Lien may extend to any other Principal Property of the Company
or
any Restricted Subsidiary, other than any currently unimproved real property on which
the Principal Property has been constructed or developed or the improvement is located;




     (5) Any Lien on any Principal Property or Restricted Securities to secure Indebtedness
owing to the Company or to a Restricted Subsidiary;




     (6) Any Lien in favor of a governmental body to secure advances or other payments under
any contract or statute or to secure Indebtedness incurred to finance the purchase price or
cost of constructing or improving the property subject to such Lien;




     (7) Any Lien created in connection with a project financed with, and created to secure,
Non-Recourse Indebtedness;




     (8) Any extension, renewal, substitution or replacement (or successive extensions,
renewals, substitutions or replacements), in whole or in part, of any Lien referred to in
the foregoing clauses (1) through (8), provided that the Indebtedness secured thereby may
not exceed the principal amount of Indebtedness so secured at the time of such renewal or
refunding, plus any premium, cost or expense in connection with such extensions, renewals,
substitutions or replacements and that such renewal or refunding Lien must be limited to all
or any part of the same property and improvements, shares of stock or Indebtedness that
secured the Lien renewed or refunded; and




     (9) Any Lien not permitted above securing Indebtedness that, together with the
aggregate outstanding principal amount of other secured Indebtedness that would otherwise be
subject to the foregoing restrictions (excluding Indebtedness secured by Liens permitted
under the foregoing exceptions) and the Attributable Debt in respect of all Sale and
Leaseback Transactions (not including Attributable Debt in respect of any such Sale and
Leaseback Transactions described in clause (iii) and (iv) of Section 1007) would not then
exceed 15% of Consolidated Net Tangible Assets.



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          This Section 1006 shall not apply to any series of Securities that, pursuant to the
applicable supplemental indenture, Board Resolution or Officers’ Certificate, does not have the
benefit of this Section.



          SECTION 1007. Limitation on Sale and Leaseback Transactions.



          The Company covenants and agrees that it will not, and will not permit any Restricted
Subsidiary to, enter into any Sale and Leaseback Transaction unless (i) the Company or a Restricted
Subsidiary would be entitled, without securing the Outstanding Securities of any series, to incur
Indebtedness secured by a Lien on the Principal Property that is the subject of such Sale and
Leaseback Transaction pursuant to the provisions of Section 1006; (ii) the Attributable Debt
associated with the Sale and Leaseback Transaction would be in an amount permitted under
Section 1006(9); (iii) the proceeds received in respect of the Principal Property so sold and
leased back at the time of entering into such Sale and Leaseback Transaction are used for the
business and operations of the Company or any Subsidiary; or (iv) within 12 months
after the sale or transfer, an amount equal to the proceeds received in respect of the
Principal Property so sold and leased back at the time of entering into such Sale and Leaseback
Transaction is applied to the prepayment (other than mandatory prepayment pursuant to Section 1201)
of any Outstanding Securities or Funded Indebtedness that is owed by the Company or a Restricted
Subsidiary (other than Funded Indebtedness that is held by the Company or any Restricted Subsidiary
or Funded Indebtedness of the Company that is subordinate in right of payment to any Outstanding
Securities that are entitled to the benefits of this Section 1007).



          This Section 1007 shall not apply to any series of Securities that, pursuant to the
applicable supplemental indenture, Board Resolution or Officers’ Certificate, does not have the
benefit of this Section.



          SECTION 1008. Additional Amounts.



          If any Securities of a series provide for the payment of additional amounts to any Holder who
is not a United States person in respect of any tax, assessment or governmental charge (“Additional
Amounts”), the Company shall pay to the Holder of any Security of such series such Additional
Amounts as may be specified pursuant to Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (and premium, if any, on) or interest,
if any, on, or in respect of, any Security of a series or the net proceeds received on the sale or
exchange of any Security of a series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made. Except as otherwise specified
pursuant to Section 301, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date, if any, with respect to
Securities of such series (or if the Securities of such series do not bear interest or will not
bear interest prior to Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of interest or principal and any premium
if there has been any change with respect to the matters set forth in



59









 







the below-mentioned Officers’
Certificate, the Company shall furnish the Trustee and the Paying Agent or Paying Agents, if other
than the Trustee, with an Officers’ Certificate instructing the Trustee and the Paying Agent or
Paying Agents whether such payment of principal of (and premium, if any, on) or interest, if any,
on the Securities of such series shall be made to Holders of Securities of such series who are not
United States persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such withholding shall be
required, then such Officers’ Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of such series and the Company shall pay
to the Trustee or the Paying Agent or Paying Agents the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not
so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled
(i) to assume that no such withholding or deduction is required with respect to any payment of
principal, premium or
interest with respect to any Securities of a series until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal, premium and interest with respect to
the Securities of a series without withholding or deductions until otherwise advised. The Company
hereby covenants and agrees to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability, cost or expense reasonably incurred without negligence or
willful misconduct on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.



          SECTION 1009. Waiver of Certain Covenants.



          The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 803 or Sections 1005 to 1007, inclusive, if before or after the time
for such compliance the Holders of at least a majority in principal amount of all Outstanding
Securities of the series affected, by Act of such Holders, waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




          SECTION 1101. Applicability of Article.



          Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with the terms of such Securities and in accordance with this Article.



          SECTION 1102. Election to Redeem; Notice to Trustee.



          The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company, the



60









 







Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1103. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate and Opinion of
Counsel evidencing compliance with such restriction.



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



          If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions of the principal of Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the principal amount
of a Security not redeemed to less than the minimum authorized denomination for Securities of such
series established pursuant to Section 301.



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



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



          SECTION 1104. Notice of Redemption.



          Notice of redemption shall be given in the manner provided for in Section 106 not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed.



          All notices of redemption shall identify the Securities (including CUSIP number, if any) to be
redeemed and shall state:




     (1) the Redemption Date,




     (2) the Redemption Price and the amount of accrued interest to the Redemption Date
payable as provided in Section 1106, if any,




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



61









 






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




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




     (6) the Place or Places of Payment where such Securities maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price and accrued interest, if
any, and




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



          Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee, in the name and at the expense
of the Company, upon delivery to the Trustee at least 40 days prior to the Redemption Date, or such
shorter period as may be satisfactory to the Trustee, of written direction to give, and a complete
copy of, such notice.



          SECTION 1105. Deposit of Redemption Price.



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



          SECTION 1106. Securities Payable on Redemption Date.



          Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein (together with
accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest, if any) such Securities
shall, if the same were interest-bearing, cease to bear interest, and except to the extent provided
below, shall be void. Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments of
interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the provisions of
Section 308.



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



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          SECTION 1107. Securities Redeemed in Part.



          Any Security which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.



ARTICLE TWELVE




SINKING FUNDS




          SECTION 1201. Applicability of Article.



          Retirements of Securities of any series pursuant to any sinking fund shall be made in
accordance with the terms of such Securities and in accordance with this Article.



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



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          SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



          Subject to Section 1203, in lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at its option
(1) deliver to the Trustee Outstanding Securities of a series (other than any previously called for
redemption) theretofore purchased or otherwise acquired by the Company and/or (2) receive credit
for the principal amount of Securities of such series which have been previously delivered to the
Trustee by the Company or for Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with respect to the
Securities of the same series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided, however, that such Securities
have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.



          SECTION 1203. Redemption of Securities for Sinking Fund.



          Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering or crediting Securities of that series pursuant to Section 1202
(which Securities will, if not previously delivered, accompany such certificate) and whether the
Company intends to exercise its right to make a permitted optional sinking fund payment with
respect to such series. Such certificate shall be irrevocable and upon its delivery the Company
shall be obligated to make the cash payment or payments therein referred to, if any, on or before
the next succeeding sinking fund payment date. In the case of the failure of the Company to
deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment
date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of such Securities subject to a mandatory sinking fund payment without the option to deliver
or credit Securities as provided in Section 1202 and without the right to make any optional sinking
fund payment, if any, with respect to such series.



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



          Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) in cash a sum equal to any interest that will accrue to the date fixed




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for redemption
of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this
Section 1203.




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



ARTICLE THIRTEEN




REPAYMENT AT OPTION OF HOLDERS




          SECTION 1301. Applicability of Article.




          Repayment of Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and in accordance with this
Article.




          SECTION 1302. Repayment of Securities.




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




          SECTION 1303. Exercise of Option.




          Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the “Option to Elect
Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing), must be received by the Company at the



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Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor
later than 30 days prior to the Repayment Date. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.




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




          If Securities of any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease
to bear interest and except to the extent provided below, shall be void. Upon surrender of any
such Security for repayment in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to
be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that, in the case of Securities, installments of interest,
if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section 308.




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




          SECTION 1305. Securities Repaid in Part.




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



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




ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE




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




          The provisions of this Article Fourteen shall apply to each series of Securities, and the
Company may, at its option, effect defeasance of the Securities of or within a series under
Section 1402, or covenant defeasance of the Securities of or within a series under Section 1403, in
accordance with the terms of such Securities and in accordance with this Article.




          SECTION 1402. Defeasance and Discharge.




          Upon the Company’s exercise of the above option applicable to this Section with respect to any
series of Securities, the Company shall be deemed to have been discharged from its obligations with
respect to such series of Outstanding Securities on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
such series of Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only
for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and
(B) below, and to have satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following which shall survive
until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on such Securities when such payments are
due, (B) the Company’s obligations with respect to such Securities under Sections 305, 306, 307,
1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1008, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article Fourteen. Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities.




          SECTION 1403. Covenant Defeasance.




          Upon the Company’s exercise under Section 1401 of the option applicable to this Section 1403
with respect to any Securities of or within a series, the Company shall be released from its
obligations under Sections 1006 and 1007, and if specified pursuant to Section 301, its



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obligations
under any other covenant, with respect to such Outstanding Securities on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such
Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “Outstanding” for all other
purposes hereunder (it being understood that such Securities shall not be deemed Outstanding for
financial accounting purposes). For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of reference in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default under Section 501(4)
or Section 501(8) or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby.




          SECTION 1404. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions to application of either Section 1402 or Section 1403 to
any series of Outstanding Securities:





     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to
comply with the provisions of this Article Fourteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A) an amount
of money or (B) Government Obligations applicable to such Securities which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment of principal of and premium, if any, and interest, if any, on such Securities, money
in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity
(or Redemption Date, if applicable) of such principal (and premium, if any) or installment
of interest, if any, and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities;
provided that the Trustee shall have been irrevocably instructed to apply such money
or the proceeds of such Government Obligations to said payments with respect to such
Securities. Before such a deposit, the Company may give to the Trustee, in accordance with
Section 1102 hereof, a notice of its election to redeem all or any portion of such
Outstanding Securities at a future date in accordance with the terms of the Securities of
such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable
redemption notice, if given, shall be given effect in applying the foregoing;



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     (2) No Default or Event of Default (other than a Default or Event of Default resulting
from non-compliance with any covenant from which the Company will be released upon
effectiveness of such defeasance or covenant defeasance pursuant to Section 1402 or
1403, as applicable) with respect to such Securities shall have occurred and be
continuing on the date of such deposit;




     (3) No event or condition shall exist that would prevent the Company from making
payments of the principal of (and premium, if any) or interest on such Securities on the
date of such deposit;




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




     (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to
customary assumptions and qualifications) to the effect that, assuming no intervening
bankruptcy of the Company between the date of deposit and the 123rd day following
the deposit and assuming that no Holder is an “insider” of the Company under applicable
Bankruptcy Law, after the 123rd day following the deposit, the trust funds shall
not be subject to the effect of Section 547 of the United States Bankruptcy Code or any
analogous New York State law provision;




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




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




     (8) In the case of an election under either Section 1402 or 1403, the Company shall
represent to the Trustee that the deposit made by the Company pursuant to its election under
Section 1402 or 1403 was not made by the Company with the intent of preferring the Holders
of Securities of any series over other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding creditors of the Company
or others; or



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



          SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




          Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1405, the “Trustee”) pursuant to Section 1404 in respect of such Outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, if any, but such money need not be segregated from other funds except to the
extent required by law.




          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities.




          Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or Government Obligations
(or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance, as applicable, in accordance with this Article.




          SECTION 1406. Reinstatement.




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




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




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




	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: