exv4w2






Exhibit 4.2




Execution Version




JOHNSON CONTROLS, INC.




to




U.S. BANK NATIONAL ASSOCIATION,




Trustee




INDENTURE

Dated as of March 16, 2009




Subordinated Debt Securities




 









 





TABLE OF CONTENTS*




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	Parties	 	 	1	 
	Recitals	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 1. DEFINITIONS	 	 	1	 
	 

	 	SECTION 1.01.
	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2. DEBT SECURITY FORMS	 	 	9	 
	 

	 	SECTION 2.01.
	 	Forms Generally
	 	 	9	 
	 

	 	SECTION 2.02.
	 	Forms of Debt Securities
	 	 	9	 
	 

	 	SECTION 2.03.
	 	Form of Trustee’s Certificate of Authentication
	 	 	10	 
	 

	 	SECTION 2.04.
	 	Debt Securities in Global Form
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3. THE DEBT SECURITIES	 	 	12	 
	 

	 	SECTION 3.01.
	 	Title and Terms
	 	 	12	 
	 

	 	SECTION 3.02.
	 	Denominations
	 	 	14	 
	 

	 	SECTION 3.03.
	 	Payment of Principal and Interest
	 	 	14	 
	 

	 	SECTION 3.04.
	 	Execution of Debt Securities
	 	 	14	 
	 

	 	SECTION 3.05.
	 	Temporary Debt Securities
	 	 	16	 
	 

	 	SECTION 3.06.
	 	Exchange and Registration of Transfer of Debt Securities
	 	 	16	 
	 

	 	SECTION 3.07.
	 	Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	18	 
	 

	 	SECTION 3.08.
	 	Payment of Interest; Interest Rights Preserved
	 	 	18	 
	 

	 	SECTION 3.09.
	 	Persons Deemed Owners
	 	 	20	 
	 

	 	SECTION 3.10.
	 	Cancellation of Debt Securities
Paid, etc.
	 	 	20	 
	 

	 	SECTION 3.11.
	 	Currency and Manner of Payments
	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4. REDEMPTION OF DEBT SECURITIES; SINKING FUNDS	 	 	22	 
	 

	 	SECTION 4.01.
	 	Applicability of Article
	 	 	22	 
	 

	 	SECTION 4.02.
	 	Notice of Redemption; Selection of Debt Securities
	 	 	22	 
	 

	 	SECTION 4.03.
	 	Payment of Debt Securities Called for Redemption
	 	 	24	 
	 

	 	SECTION 4.04.
	 	Exclusion of Certain Securities from Eligibility for
Selection for Redemption
	 	 	24	 
	 

	 	SECTION 4.05.
	 	Provisions with Respect to any Sinking Funds
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5. PARTICULAR COVENANTS OF THE COMPANY	 	 	26	 
	 

	 	SECTION 5.01.
	 	Payment of Principal, Premium and Interest
	 	 	26	 
	 

	 	SECTION 5.02.
	 	Offices for Notices and Payments, etc.
	 	 	26	 
	 

	 	SECTION 5.03.
	 	Appointments to Fill Vacancies in Trustee’s Office
	 	 	27	 
	 

	 	SECTION 5.04.
	 	Provisions as to Paying Agent
	 	 	27	 








 




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




i









 










	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 

	 	SECTION 5.05.
	 	Certificate to Trustee
	 	 	28	 
	 

	 	SECTION 5.06.
	 	Waivers of Covenants
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6. HOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	 	 	28	 
	 

	 	SECTION 6.01.
	 	Holders’ Lists
	 	 	28	 
	 

	 	SECTION 6.02.
	 	Preservation and Disclosure of Lists
	 	 	28	 
	 

	 	SECTION 6.03.
	 	Reports by the Company
	 	 	29	 
	 

	 	SECTION 6.04.
	 	Reports by the Trustee
	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7. REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT	 	 	29	 
	 

	 	SECTION 7.01.
	 	Events of Default
	 	 	29	 
	 

	 	SECTION 7.02.
	 	Payment of Debt Securities Upon Default; Suit Therefor
	 	 	32	 
	 

	 	SECTION 7.03.
	 	Application of Moneys Collected by Trustee
	 	 	34	 
	 

	 	SECTION 7.04.
	 	Proceedings by Holders
	 	 	34	 
	 

	 	SECTION 7.05.
	 	Proceedings by Trustee
	 	 	35	 
	 

	 	SECTION 7.06.
	 	Remedies Cumulative and Continuing
	 	 	35	 
	 

	 	SECTION 7.07.
	 	Direction of Proceedings and Waiver of Defaults by
Majority of Holders
	 	 	35	 
	 

	 	SECTION 7.08.
	 	Notice of Defaults
	 	 	36	 
	 

	 	SECTION 7.09.
	 	Undertaking to Pay Costs
	 	 	36	 
	 

	 	SECTION 7.10.
	 	Unconditional Right of Holders to Receive Principal,
Premium and Interest
	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 8. CONCERNING THE TRUSTEE	 	 	37	 
	 

	 	SECTION 8.01.
	 	Certain Duties and Responsibilities
	 	 	37	 
	 

	 	SECTION 8.02.
	 	Reliance on Documents, Opinions, etc. Subject to the
provisions of Section 8.01,
	 	 	38	 
	 

	 	SECTION 8.03.
	 	No Responsibility for Recitals, etc.
	 	 	39	 
	 

	 	SECTION 8.04.
	 	Trustee and Agents May Own Debt Securities
	 	 	40	 
	 

	 	SECTION 8.05.
	 	Moneys to be Held in Trust
	 	 	40	 
	 

	 	SECTION 8.06.
	 	Compensation and Expenses of Trustee
	 	 	40	 
	 

	 	SECTION 8.07.
	 	Officers’ Certificate as Evidence
	 	 	41	 
	 

	 	SECTION 8.08.
	 	Conflicting Interest of Trustee
	 	 	41	 
	 

	 	SECTION 8.09.
	 	Eligibility of Trustee
	 	 	41	 
	 

	 	SECTION 8.10.
	 	Resignation or Removal of Trustee
	 	 	41	 
	 

	 	SECTION 8.11.
	 	Acceptance by Successor Trustee
	 	 	43	 
	 

	 	SECTION 8.12.
	 	Succession by Merger, etc.
	 	 	44	 
	 

	 	SECTION 8.13.
	 	Limitation on Rights of Trustee as a Creditor
	 	 	44	 
	 

	 	SECTION 8.14.
	 	Authenticating Agents
	 	 	44	 
	 

	 	SECTION 8.15.
	 	Preferential Collection of Claims Against the Company
	 	 	46	 
	 

	 	SECTION 8.16.
	 	Trustee’s Application for Instructions from the Company
	 	 	47	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 9. CONCERNING THE HOLDERS	 	 	47	 
	 

	 	SECTION 9.01.
	 	Action by Holders
	 	 	47	 
	 

	 	SECTION 9.02.
	 	Proof of Execution by Holders
	 	 	47	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 

	 	SECTION 9.03.
	 	Who Are Deemed Absolute Owners
	 	 	47	 
	 

	 	SECTION 9.04.
	 	Company-Owned Debt Securities Disregarded
	 	 	48	 
	 

	 	SECTION 9.05.
	 	Revocation of Consents; Future Holders Bound
	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 10. HOLDERS’ MEETINGS	 	 	49	 
	 

	 	SECTION 10.01.
	 	Purposes of Meetings
	 	 	49	 
	 

	 	SECTION 10.02.
	 	Call of Meetings by Trustee
	 	 	49	 
	 

	 	SECTION 10.03.
	 	Call of Meetings by Company or Holders
	 	 	49	 
	 

	 	SECTION 10.04.
	 	Qualifications for Voting
	 	 	49	 
	 

	 	SECTION 10.05.
	 	Regulations
	 	 	50	 
	 

	 	SECTION 10.06.
	 	Voting
	 	 	50	 
	 

	 	SECTION 10.07.
	 	No Delay of Rights by Meeting
	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 11. SUPPLEMENTAL INDENTURES	 	 	51	 
	 

	 	SECTION 11.01.
	 	Supplemental Indentures without Consent of Holders
	 	 	51	 
	 

	 	SECTION 11.02.
	 	Supplemental Indentures with Consent of Holders
	 	 	52	 
	 

	 	SECTION 11.03.
	 	Effect of Supplemental Indentures
	 	 	53	 
	 

	 	SECTION 11.04.
	 	Notation on Debt Securities
	 	 	53	 
	 

	 	SECTION 11.05.
	 	Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee
	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 12. CONSOLIDATION, MERGER, SALE AND CONVEYANCE	 	 	54	 
	 

	 	SECTION 12.01.
	 	Company May Consolidate, etc., on Certain Terms
	 	 	54	 
	 

	 	SECTION 12.02.
	 	Successor Corporation to be Substituted
	 	 	54	 
	 

	 	SECTION 12.03.
	 	Opinion of Counsel to Be Given Trustee
	 	 	55	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 13. SATISFACTION AND DISCHARGE OF INDENTURE	 	 	55	 
	 

	 	SECTION 13.01.
	 	Satisfaction, Discharge and Defeasance of Debt Securities
of any Series
	 	 	55	 
	 

	 	SECTION 13.02.
	 	Defeasance of Debt Securities of any Series
	 	 	57	 
	 

	 	SECTION 13.03.
	 	Application of Trust Funds; Indemnification
	 	 	57	 
	 

	 	SECTION 13.04.
	 	Return of Unclaimed Moneys
	 	 	58	 
	 

	 	SECTION 13.05.
	 	Reinstatement
	 	 	58	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 14. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	 	59	 
	 

	 	SECTION 14.01.
	 	Indenture and Debt Securities Solely Corporate Obligations
	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 15. MISCELLANEOUS PROVISIONS	 	 	59	 
	 

	 	SECTION 15.01.
	 	Provisions Binding on Successors of the Company
	 	 	59	 
	 

	 	SECTION 15.02.
	 	Indenture for Sole Benefit of Parties and Holders of Debt
Securities
	 	 	59	 
	 

	 	SECTION 15.03.
	 	Addresses for Notices, etc.
	 	 	60	 
	 

	 	SECTION 15.04.
	 	New York Contract
	 	 	60	 
	 

	 	SECTION 15.05.
	 	Evidence of Compliance with Conditions Precedent
	 	 	60	 
	 

	 	SECTION 15.06.
	 	Legal Holidays
	 	 	61	 
	 

	 	SECTION 15.07.
	 	Trust Indenture Act of 1939 to Control
	 	 	61	 






iii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 

	 	SECTION 15.08.
	 	Table of Contents, Headings, etc.
	 	 	61	 
	 

	 	SECTION 15.09.
	 	Determination of Principal Amount
	 	 	61	 
	 

	 	SECTION 15.10.
	 	Execution in Counterparts
	 	 	61	 
	 

	 	SECTION 15.11.
	 	Waiver of Jury Trial
	 	 	61	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 16. SUBORDINATION OF DEBT SECURITIES	 	 	62	 
	 

	 	SECTION 16.01.
	 	Debt Securities Subordinated to Senior Indebtedness
	 	 	62	 
	 

	 	SECTION 16.02.
	 	Subrogation
	 	 	63	 
	 

	 	SECTION 16.03.
	 	Obligation of the Company Unconditional
	 	 	63	 
	 

	 	SECTION 16.04.
	 	Payments on Debt Securities Permitted
	 	 	64	 
	 

	 	SECTION 16.05.
	 	Effectuation of Subordination by Trustee
	 	 	64	 
	 

	 	SECTION 16.06.
	 	Trustee Has No Fiduciary Duty to Holders of Senior
Indebtedness; Knowledge of Trustee
	 	 	64	 
	 

	 	SECTION 16.07.
	 	Trustee May Hold Senior Indebtedness
	 	 	65	 
	 

	 	SECTION 16.08.
	 	Rights of Holders of Senior Indebtedness Not Impaired
	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	Signatures	 	 	66	 
	Acknowledgments	 	 	66	 






iv









 






CROSS REFERENCE SHEET




Between




     Provisions of Sections 310 through 318(a) inclusive of Trust Indenture Act of 1939 and the
Indenture dated as of March 16, 2009, between Johnson Controls, Inc. and U.S. Bank National
Association, a national banking association, as trustee.



	 	 	 
	Section of Act	 	Section of Indenture
	310(a)(1) and (2)
	 	8.09
	310(a)(3) and (4)
	 	*
	310(b)
	 	8.08 and 8.10
	310(c)
	 	*
	311(a)
	 	8.13(a)
	311(b)
	 	8.13(b)
	311(c)
	 	*
	312(a)
	 	6.01 and 6.02(a)
	312(b)
	 	6.02(b)
	312(c)
	 	6.02(c)
	313(a)(1), (2), (3), (4), (6) and (7)
	 	6.04(a)(1-6)
	313(a)(5)
	 	*
	313(b)(1)
	 	*
	313(b)(2)
	 	6.04(b)
	313(c)
	 	6.04(c)
	313(d)
	 	6.04(d)
	314(a)(1)
	 	6.03(a)
	314(a)(2)
	 	6.03(b)
	314(a)(3)
	 	6.03(c)
	314(b)
	 	*
	314(c)(1)
	 	5.05
	314(c)(2)
	 	15.05
	314(c)(3)
	 	*
	314(d)
	 	*
	314(e)
	 	15.05
	314(f)
	 	*
	315(a), (c) and (d)
	 	8.01
	315(b)
	 	7.08
	315(e)
	 	7.09
	316(a)(1)
	 	7.07
	316(a)(2)
	 	*
	316(a) last para.
	 	9.04
	316(b)
	 	7.10
	317(a)
	 	7.02
	317(b)
	 	5.04
	318(a)
	 	15.07








 




			
	*	 	Not Applicable.




This cross reference sheet shall not, for any purpose, be considered part of the Indenture.





v











 





     THIS INDENTURE, dated as of March 16, 2009, between Johnson Controls, Inc., a Wisconsin
corporation (the “Company”), and U.S. Bank National Association, a national banking association, as
trustee (the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issue from time to time of its unsecured subordinated debentures, notes, bonds or other
evidences of indebtedness to be issued in one or more series as in this Indenture provided, up to
such principal amount or amounts as may from time to time be authorized in or pursuant to one or
more resolutions of the Board of Directors.



     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 or acceptance of the Debt Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of the respective Holders from time to time of the Debt Securities or of any series thereof
as follows:



ARTICLE 1.

DEFINITIONS




     SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939
or which are by reference therein defined in the Securities Act of 1933, as amended, shall have
(except as herein otherwise expressly provided or unless the context otherwise requires) the
meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as
in force at the date of the execution of this Indenture. 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 at the date of such computation. All
references to such terms herein shall be both to the singular or the plural, as the context so
requires. Unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or Section, as the case may be, of this Indenture. 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. The words “including,” “includes” and
“include” shall be deemed to be followed by the words “without limitation.”



Affiliate:




 









 








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



Authenticating Agent:




     The term “Authenticating Agent” means the agent of the Trustee, if any, which at the time
shall be appointed and acting pursuant to Section 8.14.



Board of Directors:




     The term “Board of Directors” means the Board of Directors of the Company or any authorized
committee of such Board designated by the Board of Directors or the by-laws or the articles of
incorporation of the Company to act for such Board for purposes of this Indenture.



Board Resolution:




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



Business Day:




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



Commission:




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



Company:




     The term “Company” means Johnson Controls, Inc., a Wisconsin corporation, and, subject to
Article Twelve, shall include its successors and assigns.



Company Request and Company Order:




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



2









 





Conversion Date:




     The term “Conversion Date” has the meaning set forth in Section 3.11:



Corporate Trust Office:




     The term “Corporate Trust Office” means the office of the Trustee at which, at any particular
time, its corporate trust business shall principally be administered, which office at the date
hereof is located at 100 Wall Street, New York, NY 10005 Attention: Corporate Trust Administration
unit, or such other address as the Trustee may designate from time to time by notice to the
Company, or the principal corporate trust office of any successor Trustee (or such other address as
such successor Trustee may designate from time to time by notice to the Company).



Currency Determination Agent:




     The term “Currency Determination Agent” means the financial institution, if any, from time to
time selected by the Company and approved by the Trustee for purposes of Section 3.11.



Current Market Price:




     The term “Current Market Price” means the closing price (or, if none, the average of the last
daily bid and asked prices) of the applicable class of capital stock as quoted by the primary
securities exchange on which the stock is traded, or, if none, the primary inter-dealer quotation
system, which reports quotations for the class of capital stock, for the last trading day
immediately prior to the Calculation Date.



Debt Security or Debt Securities:




     The terms “Debt Security” or “Debt Securities” means any unsecured notes, debentures or other
indebtedness of any series, as the case may be, issued by the Company from time to time, and
authenticated and delivered under this Indenture.



Debt Security Register:




     The term “Debt Security Register” has the meaning set forth in Section 3.06.



Depository:




     The term “Depository” means, unless otherwise specified by the Company pursuant to Section
3.01, with respect to Securities of any series issuable or issued as a Global Security, The
Depository Trust Company, New York, New York, or any successor thereto registered as a clearing
agency pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation.



3









 





Dollar:




     The term “Dollar” means the coin or currency of the United States of America which as of the
time of payment is legal tender for the payment of public and private debts.



Dollar Equivalent of the Foreign Currency:




     The term “Dollar Equivalent of the Foreign Currency” shall have the meaning set forth in
Section 3.11.



Event of Default:




     The term “Event of Default” has the meaning specified in Section 7.01.



Foreign Currency:




     The term “Foreign Currency” means a currency issued by the government of any country other
than the United States of America.



Global Debt Security:




     The term “Global Debt Security” means a Debt Security issued to evidence all or part of a
series of Debt Securities.



Government Obligations:




     The term “Government Obligations” means securities which are (i) direct obligations of the
government which issued the currency in which the Debt Securities of a series are denominated or
(ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality
of the government which issued the currency in which the Debt Securities of such series are
denominated, the payment of which obligations is unconditionally guaranteed by such government, and
which, in either case, are full faith and credit obligations of such government, are denominated in
the currency in which the Debt Securities of such series are denominated and which are not callable
or redeemable at the option of the issuer thereof.



Holder:




     The term “Holder” means any Person in whose name a Debt Security of any series is registered
in the Debt Security Register applicable to Debt Securities of such series.



Indenture:




     The term “Indenture” means this instrument as originally executed and delivered or, if amended
or supplemented as herein provided pursuant to the applicable provisions hereof, as so amended or
supplemented.



4









 





Indexed Debt Security:




     The term “Indexed Debt Security” means a Debt 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:




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



Interest Payment Date:




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



Market Exchange Rate:




     The term “Market Exchange Rate” shall have the meaning set forth in Section 3.11.



Officers’ Certificate:




     The term “Officers’ Certificate”, when used with respect to the Company, means a certificate
signed by its Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer or a Vice President and by its
Treasurer, Secretary, Assistant Secretary or Assistant Treasurer and delivered to the Trustee. One
of the officers giving an Officers’ Certificate pursuant to Section 5.05 shall be a principal
executive, financial or accounting officer of the Company. Each such certificate shall include the
statements provided for in Section 15.05 to the extent required by the provisions of such Section.



Opinion of Counsel:




     The term “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be
an employee of or counsel to the Company and who shall be reasonably acceptable to the Trustee.
Each such opinion shall include the statements provided for in Sections 2.02, 3.04 and 15.05 to the
extent required by the provisions of such Sections.



Original Issue Discount Debt Security:




     The term “Original Issue Discount Date Security” means any Debt 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 7.01.



Outstanding:




     The term “Outstanding”, when used with respect to Debt Securities or Debt Securities of any
series, means, as of the date of determination, all such Debt Securities theretofore authenticated
and delivered under this Indenture, except:



5









 





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



     (ii) such Debt Securities for whose payment or redemption money in the necessary amount and in
the specified currency has been theretofore deposited with the Trustee or any paying agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent) for the Holders of such Debt Securities, provided, however, that
if such Debt 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) such Debt Securities in exchange for or in lieu of which other such Debt Securities have
been authenticated and delivered pursuant to this Indenture, or such Debt Securities which have
been paid, pursuant to this Indenture, unless proof satisfactory to the Trustee is presented that
any such Debt Securities are held by Persons in whose hands any of such Debt Securities are a
legal, valid and binding obligation of the Company, and



     (iv) such Debt Securities the indebtedness in respect to which has been discharged in
accordance with Section 13.02.


provided, however, that in determining whether the Holders of the requisite principal amount of
such Outstanding Debt Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, such Debt Securities owned by the Company or any other obligor upon
such Debt Securities or any Affiliate of the Company or such other obligor (except in the case in
which the Company or such other obligor or Affiliate owns all Debt Securities Outstanding under the
Indenture, or all Outstanding Debt Securities of each such series, as the case may be, without
regard to this proviso) shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only such Debt Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Such Debt 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
Debt Securities and that the pledgee is not the Company or any other such obligor upon such Debt
Securities or any Affiliate of the Company or such other obligor. In case of a dispute as to such
right, the decision of the Trustee upon the advice of counsel shall be full protection to the
Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all such Debt Securities, if any, known by the
Company to be owned or held by or for the account of any of the above described Persons; and,
subject to the provisions of Section 8.01, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the fact that all such
Debt Securities not listed therein are Outstanding for the purpose of any such determination.




6









 








Person:




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



Place of Payment:




     The term “Place of Payment”, when used with respect to the Debt Securities of any series,
means the place or places where the principal of (premium, if any) and interest on the Debt
Securities of that series are payable as specified in accordance with Section 3.01.



Predecessor Debt Security:




     The term “Predecessor Debt Security” of any particular Debt Security means every previous Debt
Security evidencing all or a portion of the same debt as that evidenced by such particular Debt
Security, and for the purposes of this definition, any Debt Security authenticated and delivered
under Section 3.07 in lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed
to evidence the same debt as the mutilated, lost, destroyed or stolen Debt Security.



Public Notice:




     The term “Public Notice” shall, without limitation, include any filing or report made in
accordance with the requirements of the Commission or any press release or public announcement made
by the Company.



Redemption Date:




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



Redemption Price:




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



Regular Record Date:




     The term “Regular Record Date” for the interest payable on any Debt Security on any Interest
Payment Date means the date specified in such Debt Security as the “Regular Record Date” as
contemplated by Section 3.01.



Responsible Officer:




     The term “Responsible Officer”, when used with respect to the Trustee, means any officer of
the Trustee assigned to the Corporate Trust Administration unit (or any successor



7









 







division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who
shall have direct responsibility for the administration of this Indenture and, for the purposes of
Section 7.07, Section 7.08 and Section 8.01(c)(2), shall also include any other officer of the
Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.



     The term “Responsible Officer”, when used with respect to the Company, means the Chairman of
the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief Executive Officer,
Chief Executive Officer, Treasurer or Secretary, or any Vice President, Assistant Secretary or
Assistant Treasurer, in each case, of the Company.



Senior Indebtedness:




     The term “Senior Indebtedness” means (i) the principal of and premium, if any, and unpaid
interest on indebtedness for money borrowed, (ii) purchase money and similar obligations, (iii)
obligations under capital leases, (iv) guarantees, assumptions or purchase commitments relating to,
or other transactions as a result of which the Company is responsible for the payment of, such
indebtedness of others, (v) renewals, extensions and refunding of any such indebtedness, (vi)
interest or obligations in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings; and (vii) obligations associated with derivative products
such as interest rate and currency exchange contracts, foreign exchange contracts, commodity
contracts, and similar arrangements, unless, in each case, the instrument by which the Company
incurred, assumed or guaranteed the indebtedness or obligations described in clauses (i) through
(vii) hereof expressly provides that such indebtedness or obligation is not senior in right of
payment to the Debt Securities.



Special Record Date:




     The term “Special Record Date” for the payment of any Defaulted Interest (as defined in
Section 3.08) means a date fixed by the Trustee pursuant to Section 3.08.



Stated Maturity:




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



Subsidiary:




     The term “Subsidiary” means any corporation of which the Company, or the Company and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own more than 50% of the
Voting Stock.



Trustee:




     The term “Trustee” means U.S. Bank National Association and, subject to the provisions of
Article Eight hereof, shall also include its successors and assigns as Trustee hereunder.



8









 





Trust Indenture Act of 1939:




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



Valuation Date:




     The term “Valuation Date” shall have the meaning set forth in Section 3.11.



Voting Stock:




     The term “Voting Stock” means outstanding shares of capital stock having under ordinary
circumstances voting power for the election of directors whether at all times or only so long as no
senior class of stock has such voting power by reason of the happening of any contingency.



ARTICLE 2.

DEBT SECURITY FORMS.




     SECTION 2.01. Forms Generally. The Debt Securities of each series and the certificates of
authentication thereon shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each series of Debt Securities, including the currency or
denomination, which may be Dollars or Foreign Currency), 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 Debt Securities, as evidenced by their signing of such
Debt Securities. Any portion of the text of any Debt Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Debt Security.



     The definitive Debt Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by the rules of any
securities exchange, all as determined by the officers executing such Debt Securities, as evidenced
by their signing of such Debt Securities.



     SECTION 2.02. Forms of Debt Securities. The Debt Securities of each series shall be in such form
or forms (including global form) as shall be established by or pursuant to a Board Resolution.



     Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the
Debt Securities of such series for authentication, the Company shall deliver to the Trustee the
following:



9









 





     (1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;



     (2) An Officers’ Certificate dated the date such Certificate is delivered to the Trustee
stating that all conditions precedent provided for in this Indenture relating to the authentication
and delivery of Debt Securities in such form have been complied with; and



     (3) An Opinion of Counsel stating that Debt Securities in such form, together with any coupons
appertaining thereto, when (a) completed by appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in accordance with this Indenture, (b) authenticated
and delivered by such Trustee in accordance with this Indenture within the authorization as to
aggregate principal amount established from time to time by the Board of Directors, and (c) sold in
the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations
of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws
generally affecting creditors’ rights, to general equitable principles and to such other
qualifications as such counsel shall conclude do not materially affect the rights of Holders of
such Debt Securities.



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



     SECTION 2.03. Form of Trustee’s Certificate of Authentication. The following is the form of the
Certificate of Authentication of the Trustee to be endorsed on the face of all Debt Securities
substantially as follows:



     This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 
	 	U.S.BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     SECTION 2.04. Debt Securities in Global Form. (a) If the Company shall establish pursuant to
Section 3.01 that the Debt Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Debt Securities, then the Company shall execute and the Trustee
or its agent shall, in accordance with Section 3.04 and the Company Order delivered to the Trustee
or its agent thereunder, authenticate and deliver such Global Debt Security or Global Debt
Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be represented by such
Global Debt Security or
Global Debt Securities, or such portion thereof as the Company shall specify in a Company Order,
(ii) shall be registered in the name of the



10









 







Depository for such Global Debt Security or Global Debt
Securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depository
or pursuant to the Depository’s instruction and (iv) shall bear a legend substantially to the
following effect: “Unless this certificate is presented by an authorized representative of the
Depository to the Company or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the Depository or in such other name
as is requested by an authorized representative of the Depository (and any payment is made to the
nominee of the Depository or to such other entity as is requested by an authorized representative
of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depository, has an
interest herein.”



     (b) Notwithstanding any other provision of this Section 2.04 or of Section 3.06, and subject
to the provisions of paragraph (c) below, unless the terms of a Global Debt Security expressly
permit such Global Debt Security to be exchanged in whole or in part for individual certificates
representing Debt Securities, a Global Debt Security may be transferred, in whole but not in part
and in the manner provided in Section 3.06, only to a nominee of the Depository for such Global
Debt Security, or to the Depository, or a successor Depository for such Global Debt Security
selected or approved by the Company, or to a nominee of such successor Depository.



     (c) (1) If at any time the Depository for a Global Debt Security notifies the Company that it
is unwilling or unable to continue as Depository for such Global Debt Security or if at any time
the Depository for the Global Debt Securities for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depository with respect to such Global Debt
Security. If a successor Depository for such Global Debt Security is not appointed by the Company
within 90 days after the Company receives notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of certificates representing Debt Securities of such series in exchange
for such Global Debt Security, will authenticate and deliver, certificates representing Debt
Securities of such series of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Debt Security in exchange for such Global Debt Security.



     (2) The Company may at any time and in its sole discretion determine that the Debt Securities
of any series or portion thereof issued or issuable in the form of one or more Global Debt
Securities shall no longer be represented by such Global Debt Security or Global Debt Securities.
In such event the Company will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of certificates representing Debt Securities of such series in exchange
in whole or in part for such Global Debt Security, will authenticate and deliver certificates
representing Debt Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Debt Security or Global
Debt Securities representing such series or portion thereof in exchange for such Global Debt
Security or Global Debt Securities.



     (3) If specified by the Company pursuant to Section 3.01 with respect to Debt Securities
issued or issuable in the form of a Global Debt Security, the Depository for such



11









 







Global Debt
Security may surrender such Global Debt Security in exchange in whole or in part for certificates
representing Debt Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company and such Depository. Thereupon the Company shall execute,
and the Trustee or its agent shall authenticate and deliver, without a service charge, (1) to each
Holder specified by the Security Registrar or the Depository a certificate or certificates
representing Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such person in an aggregate principal amount equal to and in exchange
for such Holder’s beneficial interest as specified by the Security Registrar or the Depository in
the Global Debt Security; and (2) to such Depository a new Global Debt Security of like tenor and
terms and in an authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Debt Security and the aggregate principal amount of certificates
representing Debt Securities delivered to Holders thereof.



     (4) In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee or its agent will authenticate and deliver certificates representing Debt
Securities in definitive registered form in authorized denominations for Debt Securities of the
same series or any integral multiple thereof. Upon the exchange of the entire principal amount of a
Global Debt Security for certificates representing Debt Securities, such Global Debt Security shall
be cancelled by the Trustee or its agent. Except as provided in the preceding paragraph,
certificates representing Debt Securities issued in exchange for a Global Debt Security pursuant to
this Section shall be registered in such names and in such authorized denominations for Debt
Securities of that Series or any integral multiple thereof, as the Security Registrar or Depository
shall instruct the Trustee or its agent. The Trustee or the Debt Security registrar shall deliver
at its Corporate Trust Office such certificates representing Debt Securities to the Holders in
whose names such Debt Securities are so registered.



ARTICLE 3.

THE DEBT SECURITIES.




     SECTION 3.01. Title and Terms. The aggregate principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued up
to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to
a Board Resolution.



     The Debt Securities may be issued in one or more series. All Debt Securities of each series
issued under this Indenture shall in all respects be equally and ratably entitled to the benefits
hereof with respect to such series without preference, priority or distinction on account of the
actual time or times of the authentication and delivery or maturity of the Debt Securities of such
series. There shall be established in or pursuant to a Board Resolution, and set forth in an
Officers’ Certificate to the extent not established in a Board Resolution, or established in one or
more indentures supplemental hereto, prior to the issuance of Debt Securities of any series:



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



     (2) any limit upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt Securities



12









 







authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of that series pursuant to this Article Three, the second paragraph of Section 4.03, or
Section 11.04);



     (3) the date or dates (or the manner of calculation thereof) on which the principal of the
Debt Securities of the series is payable;



     (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of
the series shall bear interest, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for
the Interest payable on any Interest Payment Date;



     (5) the Place of Payment;



     (6) the period or periods within which, the price or prices at which, the currency or currency
units in which, and the terms and conditions upon which Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company;



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



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



     (9) the application, if any, of Section 13.02;



     (10) if other than Dollars, the currencies in which payments of interest or principal of (and
premium, if any, with respect to) the Debt Securities of the series are to be made;



     (11) if the interest on or principal of (or premium, if any, with respect to) the Debt
Securities of the series are to be payable, at the election of the Company or a Holder thereof or
otherwise, in a currency other than that in which such Debt Securities are payable, the period or
periods within which, and the other terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the currency in such Debt Securities
are denominated or stated to be payable and the currency in which such Debt Securities or any of
them are to be so payable;



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



13









 





     (13) the extent to which any Debt Securities will be issuable in permanent global form, the
manner in which any payments on a permanent global Debt Security will be made, and the appointment
of any Depository relating thereto;



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



     (15) if any of the Debt Securities of such series are to be issuable upon the exercise of
warrants, this shall be so established as well as the time, manner and place for such Debt
Securities to be authenticated and delivered;



     (16) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture).



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



     SECTION 3.02. Denominations. The Debt Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated in Section 3.01.
In the absence of any specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any integral multiple
thereof, which may be in Dollars or any Foreign Currency.



     SECTION 3.03. Payment of Principal and Interest. The principal of, premium, if any, and interest
on the Debt Securities shall be payable at the office or agency of the Company designated for that
purpose in the Place of Payment, as provided in Section 5.02; provided, however, that interest may
be payable at the option of the Company, upon at least five Business Days written notice to the
Trustee by check mailed to the address of the Person entitled thereto as such address shall appear
on the Debt Security Register on the record date for such interest payment.



     SECTION 3.04. Execution of Debt Securities. The Debt Securities shall be executed manually or by
facsimile in the name and on behalf of the Company by its Chairman of the Board of Directors, its
President, one of its Vice Presidents or its Treasurer and by its Secretary or one of its Assistant
Secretaries. Only such Debt Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, manually executed by the Trustee, shall be entitled
to the benefits of this Indenture or be valid or become obligatory for any purpose. Such
certificate by the Trustee upon any Debt Security
executed by the Company shall be conclusive evidence that the Debt Security so authenticated has
been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of
this Indenture.



     In case any officer of the Company who shall have executed any of the Debt Securities shall
cease to be such officer before the Debt Securities so executed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless shall be
valid and binding and may be authenticated and delivered or disposed of as though the Person who
executed such Debt Securities had not ceased to be such officer of the



14









 







Company; and any Debt
Securities may be executed on behalf of the Company by such Persons as, at the actual date of the
execution of such Debt Security, shall be the proper officers of the Company, although at the date
of such Debt Security or of the execution of this Indenture any such Person was not such an
officer.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series, properly created in accordance with Section 3.01
and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate
and deliver such Debt Securities upon Company Order. In the event that any other Person performs
the Trustee’s duties as Authenticating Agent pursuant to a duly executed agreement, the Company
shall notify the Trustee in writing of the issuance of any Debt Securities hereunder, such notice
to be delivered in accordance with the provisions of Section 15.03 on the date such Debt Securities
are delivered by the Company for authentication to such other Person.



     Prior to any such authentication and delivery, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to
the Trustee pursuant to Sections 2.02 and 15.05 and the Officers’ Certificate relating to the
issuance of any series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel
stating that:



     (1) all instruments furnished to the Trustee by the Company conform to the requirements of
this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and
deliver such Debt Securities;



     (2) all laws and requirements with respect to the form and execution by the Company of the
supplemental indenture, if any, have been complied with in all material respects, the execution and
delivery of the supplemental indenture, if any, will not violate the terms of this Indenture, the
supplemental indenture has been duly qualified under the Trust Indenture Act of 1939, the Company
has corporate power to execute and deliver any such supplemental indenture and has taken all
necessary corporate action for those purposes and any such supplemental indenture has been executed
and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in
accordance with its terms and entitled to the benefits of the Indenture (except as the same may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally);



     (3) the form and terms of such Debt Securities have been established in conformity with the
provisions of this Indenture; and



     (4) all laws and requirements with respect to the execution and delivery by the Company of
such Debt Securities have been complied with in all material respects, the authentication and
delivery of the Debt Securities by the Trustee will not violate the terms of this Indenture, the
Company has the corporate power to issue such Debt Securities and such Debt Securities, assuming
due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of
the Company in accordance with their terms and are entitled to the benefits of this Indenture,
equally and ratably with all other Outstanding Debt Securities, if any, of such series.



15









 





     The Trustee shall not be required to authenticate such Debt Securities if the issue thereof
will affect the Trustee’s own rights, duties or immunities under the Debt Securities and this
Indenture or otherwise or such action would expose the Trustee to personal liability to existing
Holders.



     Unless otherwise provided in the form of Debt Security for any series, all Debt Securities
shall be dated the date of their authentication.



     No Debt Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered hereunder.



     SECTION 3.05. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of
any series, the Company may execute, and upon receipt of the documents required by Sections 2.02,
3.01 and 3.04, together with a Company Order, the Trustee shall authenticate and deliver, such
temporary Debt Securities which may be printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denominations, substantially of the tenor of such definitive
Debt Securities in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such temporary Debt Securities may
determine, as evidenced by their execution of such temporary Debt Securities.



     If temporary Debt Securities of any series are issued, the Company will cause definitive Debt
Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Debt Securities of any series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series, upon surrender of the temporary Debt
Securities of such series at any office or agency maintained by the Company for such purposes as
provided in Section 5.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Debt Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefore a like principal amount of definitive Debt
Securities of such series having the same interest rate and Stated Maturity and bearing interest
from the same date of any authorized denominations. Until so exchanged the temporary Debt
Securities of such series shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.



     SECTION 3.06. Exchange and Registration of Transfer of Debt Securities. Debt Securities may be
exchanged for a like aggregate principal amount of Debt Securities of such series that are of other
authorized denominations. Debt Securities to be exchanged shall be surrendered at any office or
agency to be maintained for such purpose by the Company, as provided in Section 5.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefore the Debt
Security or Debt Securities of authorized denominations which the Debt Securityholder making the
exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02
as a person authorized to register and register transfer of Debt Securities is sometimes herein
referred to as a “Debt Security registrar.”



16









 





     The Company shall keep, at each such office or agency of the Company maintained for such
purpose, as provided in Section 5.02, a register for each series of Debt Securities hereunder (the
registers of all Debt Security registrars being herein sometimes collectively referred to as the
“Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Debt Securities and shall register the transfer of
Debt Securities as in this Article Three provided. At all reasonable times, such Debt Security
Register shall be open for inspection by the Trustee and any Debt Security registrar other than the
Trustee. Upon due presentment for registration of transfer of any Debt Security at any such office
or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in
the name of the transferee or transferees a new Debt Security or Debt Securities of authorized
denominations for an equal aggregate principal amount. Registration or registration of transfer of
any Debt Security by any Debt Security registrar in the registry books maintained by such Debt
Security registrar, and delivery of such Debt Security, duly authenticated, shall be deemed to
complete the registration or registration of transfer of such Debt Security.



     The Company will at all times designate one Person (who may be the Company and who need not be
a Debt Security registrar) to act as repository of a master list of names and addresses of Holders
of the Debt Securities. The Trustee shall act as such repository unless and until some other Person
is, by written notice from the Company to the Trustee and each Debt Security registrar, designated
by the Company to act as such. The Company shall cause each Debt Security registrar to furnish to
such repository, on a current basis, such information as such repository may reasonably request as
to registrations, transfers, exchanges and other transactions effected by such registrar, as may be
necessary or advisable to enable such repository to maintain such master list on as current a basis
as is reasonably practicable.



     No Person shall at any time be appointed as or act as a Debt Security registrar unless such
Person is at such time empowered under applicable law to act as such and duly registered to act as
such under and to the extent required by applicable law and regulations.



     All Debt Securities presented to a Debt Security registrar for registration of transfer shall
be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and such Debt Security registrar duly executed by the registered Holder
or his attorney duly authorized in writing.



     No service charge shall be made for any exchange or registration of transfer of Debt
Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith.



     The Company shall not be required to issue, exchange or register a transfer of (a) any Debt
Securities of any series for a period of 15 days next preceding the mailing of a notice of
redemption of Debt Securities of such series and ending at the close of business on the day of the
mailing of a notice of redemption of Debt Securities of such series so selected for redemption, or
(b) any Debt Securities selected, called or being called for redemption except, in the case of any
Debt Security to be redeemed in part, the portion thereof not so to be redeemed.



     All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities
shall be valid obligations of the Company, evidencing the same debt, and entitled to



17









 







the same
benefits under this Indenture, as the Debt Securities surrendered for such exchange or registration
of transfer.



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



     SECTION 3.07. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or
definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its request the Trustee shall authenticate and deliver, a new Debt
Security, bearing a number, letter or other distinguishing mark not contemporaneously Outstanding,
in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for
the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft, of such Debt Security and of the ownership thereof.



     In the absence of notice to the Trustee or the Company that such Debt Security has been
acquired by a protected purchaser, the Trustee shall authenticate any such substituted Debt
Security and deliver the same upon any Company Request. Upon the issuance of any substituted Debt
Security, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Debt Security which has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security,
pay or authorize the payment of the same (without surrender thereof except in the case of a
mutilated Debt Security) if the applicant for such payment shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof.



     Every substituted Debt Security issued pursuant to the provisions of this Section 3.07 by
virtue of the fact that any Debt Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Debt Securities duly issued hereunder. All Debt
Securities shall be held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities and shall preclude (to the extent permitted by law) any and all other rights or remedies
with respect to the replacement or payment of negotiable instruments or other securities without
their surrender.



     SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, on any Debt



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Security, shall
unless otherwise provided in such Debt Security be paid to the Person in whose name the Debt
Security (or one or more Predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest.



     Unless otherwise stated in the form of Debt Security of a series, interest on the Debt
Securities of any series shall be computed on the basis of a 360 day year comprised of twelve 30
day months.



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



     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names any such Debt Securities (or their respective Predecessor Debt 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 Debt Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to
be mailed, first-class postage prepaid, to each Holder of such Debt Securities, at his address as
it appears in the Debt Security Register, 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 therefore
having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt
Securities (or their respective Predecessor Debt Securities) are registered on such Special Record
Date and shall no longer be payable pursuant to the following Clause (2).



     (2) The Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt Securities of that
series 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 payment
shall be deemed practicable by the Trustee.



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



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     None of the Trustee, the Paying Agent or the Debt Security registrar shall have any
responsibility or obligation to any beneficial owner in a global Debt Security or other Person with
respect to the accuracy of the records of the Depository or its nominee or of any agent member,
with respect to any ownership interest in the Debt Securities or with respect to the delivery to
any agent member, beneficial owner or other Person (other than the Depository) of any notice
(including any notice of redemption) or the payment of any amount, under or with respect to such
Debt Securities. All notices and communications to be given to the Holders and all payments to be
made to Holders under the Debt Securities and this Indenture shall be given or made only to or upon
the order of the registered holders (which shall be the Depository or its nominee in the case of
the global Debt Security). The rights of beneficial owners in the global Debt Security shall be
exercised only through the Depository subject to its applicable procedures. The Trustee, the Paying
Agent and the Debt Security registrar shall be entitled to rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its members, participants and
any beneficial owners. The Trustee, the Paying Agent and the Debt Security registrar shall be
entitled to deal with the Depository, and any nominee thereof, that is the registered holder of any
global Debt Security for all purposes of this Indenture relating to such global Debt Security
(including the payment of principal, premium, if any, and interest and additional amounts, if any,
and the giving of instructions or directions by or to the owner or holder of a beneficial ownership
interest in such global Debt Security) as the sole holder of such global Debt Security and shall
have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the
Debt Security registrar shall have any responsibility or liability for any acts or omissions of the
Depository with respect to such global Debt Security, for the records of any such Depository,
including records in respect of beneficial ownership interests in respect of any such global Debt
Security, for any transactions between the Depository and any agent member or between or among the
Depository, any such agent member and/or any holder or owner of a beneficial interest in such
global Debt Security, or for any transfers of beneficial interests in any such global Debt
Security.



     Notwithstanding the foregoing, with respect to any global Debt 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 the Depository (or its
nominee), as a Holder, with respect to such global Debt Security or shall impair, as between such
Depository and owners of beneficial interests in such global Debt Security, the operation of
customary practices governing the exercise of the rights of the Depository (or its nominee) as
Holder of such global Debt Security.



     SECTION 3.09. Persons Deemed Owners. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Debt Security is registered as the owner of such
Debt Security for the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.08) interest on, such Debt Security and for all other purposes whatsoever whether or
not such Debt Security be overdue, and neither the Company, the Trustee, nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.



     SECTION 3.10. Cancellation of Debt Securities Paid, etc. All Debt Securities surrendered for the
purpose of payment, redemption, exchange or registration of transfer or delivered in satisfaction
in whole or in part of any sinking fund obligation shall, if surrendered to



20









 







the Company or any
agent of the Trustee or the Company under this Indenture, be delivered to the Trustee and promptly
cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Debt
Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee shall dispose of cancelled Debt Securities in accordance with its
customary procedures unless directed by a Company Order.



     SECTION 3.11. Currency and Manner of Payments. (a) With respect to Debt Securities denominated in
Dollars or a Foreign Currency, the following payment provisions shall apply:



     (1) Except as provided in subparagraph (a)(2) or in paragraph (c) of this Section 3.11,
payment of principal of and premium, if any, on any Debt Securities will be made at the offices
established pursuant to Section 5.02 by delivery of a check in the currency in which the Debt
Security is denominated on the payment date against surrender of such Debt Security, and any
interest on any Debt Security will be paid at such office by mailing a check in the currency in
which the Debt Securities were issued to the Person entitled thereto at the address of such Person
appearing on the Debt Security Register.



     (2) Payment of the principal of and premiums, if any, and interest on such Debt Security may
also, subject to applicable laws and regulations, be made at such other place or places as may be
designated by the Company by any appropriate method.



     (a) Not later than the fourth Business Day after the Record Date for such Interest Payment
Date, the Paying Agent will deliver to the Company a written notice specifying, in the currency in
which each series of the Debt Securities are denominated, the respective aggregate amounts of
principal of and premium, if any, and interest on the Debt Securities to be made on such payment
date, specifying the amounts so payable in respect of the Debt Securities. The failure of the
Paying Agent to deliver such notice shall not relieve the Company from its obligation to make all
payments with respect to any Debt Security when due.



     (b) If the Foreign Currency in which any of the Debt Securities are denominated ceases to be
used both by the government of the country which issued such currency and for the settlement of
transactions by public institutions of or within the international banking community, then with
respect to each date for the payment of Foreign Currency occurring after the last date on which the
Foreign Currency was so used (the “Conversion Date”), the Dollar shall be the currency of payment
for use on each such Interest Payment Date. The Dollar amount to be paid by the Company to the
Trustee and by the Trustee or any paying agent to the Holder of such Debt Securities with respect
to such payment date shall be the Dollar Equivalent of the Foreign Currency as determined by the
Currency Determination Agent as of the Record Date (the “Valuation Date”) in the manner provided in
paragraph (d).



     (c) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be obtained by converting the specified
Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.



     (d) The “Market Exchange Rate” shall mean, for any currency, the highest firm bid quotation
for U.S. dollars received by the Currency Determination Agent at approximately 11:00



21









 







a.m., New York
City time, on the second Business Day preceding the applicable payment date (or, if no such rate is
quoted on such date, the last date on which such rate was quoted), from three recognized foreign
exchange dealers in the City of New York selected by the Currency Determination Agent and approved
by the Company (one of which may be the Currency Determination) for the purchase by the quoting
dealer, for settlement on such payment date, of the aggregate amount of such currency payable on
such payment in respect of all Notes denominated in such currency.



     All decisions and determinations of the Currency Determination Agent regarding the Dollar
Equivalent of the Foreign Currency and the Market Exchange Rate shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company and all Holders of the Debt Securities. In the event that the Foreign Currency
ceases to be used both by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the international banking community,
the Company, after learning thereof, will immediately give notice thereof to the Trustee (and the
Trustee will promptly thereafter give notice in the manner provided in Section 15.03 to the
Holders) specifying the Conversion Date.



     The Trustee shall be fully justified and protected in relying on and acting upon the
information so received by it from the Company or the Currency Determination Agent and shall not
otherwise have any duty or obligation to determine such information independently.



     If the principal of (and premium, if any) and interest on any Debt Securities is payable in a
Foreign Currency and such Foreign Currency is not available for payment due to the imposition of
exchange controls or other circumstances beyond the control of the Company, then the Company shall
be entitled to satisfy its obligations to Holders under this Indenture by making such payment in
Dollars on the basis of the Market Exchange Rate for such Foreign Currency on the latest date for
which such rate was established on or before the date on which payment is due. Any payment made
pursuant to this Section 3.11 in Dollars where the required payment is in a Foreign Currency shall
not constitute a default under this Indenture.



ARTICLE 4.

REDEMPTION OF DEBT SECURITIES; SINKING FUNDS.




     SECTION 4.01. Applicability of Article. The Company may reserve the right to redeem and pay before
Stated Maturity all or any part of the Debt Securities of any series, either by optional
redemption, sinking fund (mandatory or optional) or otherwise, by provision therefor in the form of
Debt Security for such series on such terms as are specified in such form or the Board Resolution
or Officers’ Certificate delivered pursuant to Section 3.01 or the indenture supplemental hereto as
provided in Section 3.01 with respect to Debt Securities of such series. Redemption of Debt
Securities of any series shall be made in accordance with the terms of such Debt Securities and, to
the extent that this Article does not conflict with such terms, in accordance with this Article.



     SECTION 4.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall desire
to exercise the right to redeem all, or, as the case may be, any part of a series of Debt
Securities pursuant to Section 4.01, the Company shall fix a date for redemption



22









 







and the Company,
or, at the Company’s request, the Trustee in the name of and at the expense of the Company, shall
mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Debt Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Debt Securities Register. Such mailing shall be by first class
mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice. In any case, failure to give such
notice by mail or any defect in the notice to the Holder of any Debt Security designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security.



     Notice of redemption shall be given in the name of the Company and shall specify the date
fixed for redemption, the redemption price at which Debt Securities of any series are to be
redeemed, the place of payment (which shall be at the offices or agencies to be maintained by the
Company pursuant to Section 5.02), that payment of the redemption price will be made upon
presentation and surrender of such Debt Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice,that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue, and the Section of this Indenture
pursuant to which Debt Securities will be redeemed. In case less than all Debt Securities of any
series are to be redeemed, the notice of redemption shall also identify the particular Debt
Securities to be redeemed as a whole or in part and shall state that the redemption is for the
sinking fund, if such is the case. In case any Debt Security is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon surrender of such Debt Security,
a new Debt Security or Debt Securities of such series in aggregate principal amount equal to the
unredeemed portion thereof will be issued without charge to the Holder.



     If less than all the Debt Securities of any series are to be redeemed, the Company shall give
the Trustee notice, at least 45 days (or such shorter period acceptable to the Trustee) in advance
of the date fixed for redemption, as to the aggregate principal amount of Debt Securities
to be redeemed. Debt Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Debt Securities of such Series or any multiple thereof. Thereupon the
Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair,
the Debt Securities or portions thereof to be redeemed, and shall as promptly as practicable notify
the Company of the Debt Securities or portions thereof so selected. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt
Securities of any series shall relate, in the case of any Debt Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Debt Security which has been or is to
be redeemed.



     On or prior to the date fixed for redemption specified in the notice of redemption given as
provided in this Section 4.02, the Company will deposit with the Trustee or with the paying agent
an amount of money in the currency in which the Debt Securities of such series are payable
sufficient to redeem on the date fixed for redemption all the Debt Securities so called for
redemption at the appropriate redemption price, together with accrued interest to the date fixed
for redemption.



23









 





     The Trustee shall not mail any notice of redemption of any series of Debt Securities during
the continuation of any default in payment of interest on any series of Debt Securities when due or
of any Event of Default, except that where notice of redemption with respect to any series of Debt
Securities shall have been mailed prior to the occurrence of such default or Event of Default, the
Trustee shall redeem such Debt Securities provided funds are deposited with it for such purpose.



     SECTION 4.03. Payment of Debt Securities Called for Redemption. If notice of redemption has been
given as herein provided, the Debt Securities or portions of Debt Securities with respect to which
such notice has been given shall become due and payable on the date and at the place stated in such
notice at the applicable redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Company shall default in the payment of such
Debt Securities or portions thereof at the redemption price, together with interest accrued to said
date) interest on the Debt Securities or portions of Debt Securities so called for redemption shall
cease to accrue, and such Debt Securities and portions of Debt Securities shall be deemed not to be
Outstanding hereunder and shall not be entitled to any benefit under this Indenture except to
receive payment of the redemption price, together with accrued interest to the date fixed for
redemption. On presentation and surrender of such Debt Securities at the place of payment in said
notice specified, the said Debt Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with interest accrued thereon
to the date fixed for redemption; provided, however, that any installments of interest becoming due
on the date fixed for redemption shall be payable to the Holders of such Debt Securities, or one or
more previous Debt Securities evidencing all or a portion of the same debt as that evidenced by
such particular Debt Securities, registered as such on the relevant record dates according to their
terms and the provisions of Section 3.08.



     Upon presentation and surrender of any Debt Security redeemed in part only, with, if the
Company or the Trustee so required, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder thereof, at the expense of the Company, a new Debt Security or Debt
Securities of the same series having the same interest rate and Stated Maturity and bearing
interest from the same date, of any authorized denominations as requested by such Holder, in
aggregate principal amount equal to the unredeemed portion of the Debt Security so presented and
surrendered.



     SECTION 4.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption. Debt
Securities shall be excluded from eligibility for selection for redemption if they are identified
by registration and certificate number in a written statement signed by a Responsible Officer of
the Company and delivered to the Trustee at least 45 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not pledged or
hypothecated by, either (a) the Company or (b) an entity specifically identified in such written
statement directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company.



24









 





     SECTION 4.05. Provisions with Respect to any Sinking Funds. Unless the form or terms of any series
of Debt Securities shall provide otherwise, in lieu of making all or any part of any mandatory
sinking fund payment with respect to such series of Debt Securities in cash, the Company may at its
option (1) deliver to the Trustee for cancellation any Debt Securities of such series theretofore
acquired by the Company, or (2) receive credit for any Debt Securities of such series (not
previously so credited) acquired by the Company and theretofore delivered to the Trustee for
cancellation, then Debt Securities so delivered or credited shall be credited at the applicable
sinking fund Redemption Price with respect to the Debt Securities of such series.



     On or before the 45th day next preceding each sinking fund Redemption Date, the Company will
deliver to the Trustee a certificate signed by the Chief Financial Officer, any Vice President, the
Treasurer or any Assistant Treasurer of the Company specifying (i) the portion of the mandatory
sinking fund payment to be satisfied by deposit of cash in the currency in which the Debt
Securities of such series are payable, by delivery of Debt Securities theretofore purchased or
otherwise acquired by the Company (which Debt Securities shall accompany such certificate) and by
credit for Debt Securities acquired by the Company and theretofore delivered to the Trustee for
cancellation redeemed by the Company and stating that the credit to be applied has not theretofore
been so applied and (ii) whether the Company intends to exercise its right, if any, to make an
optional sinking fund payment, and, if so, the amount thereof. Such certificate shall also state
that no Event of Default has occurred and is continuing. Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the payment or payments therein referred
to, if any, on or before the next succeeding sinking fund payment date. In case of the failure of
the Company on or before the 45th day next preceding each sinking fund Redemption Date to deliver
such certificate (or to deliver the Debt Securities specified in this paragraph), the sinking fund
payment due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the
currency described above) and shall be sufficient to redeem
the principal amount of Debt Securities as a mandatory sinking fund payment, without the
option to deliver or credit Debt Securities as provided in the first paragraph of this Section 4.04
and without the right to make an optional sinking fund payment as provided herein.



     If the sinking fund payment or payments (mandatory or optional) with respect to any series of
Debt Securities made in cash (in the currency described above) shall exceed the minimum authorized
denomination set forth in an Officers’ Certificate pursuant to Section 3.01 or the equivalent in
the currency in which the Debt Securities of such series are payable (or a lesser sum if the
Company shall so request), unless otherwise provided by the terms of such series of Debt
Securities, said cash shall be applied by the Trustee on the sinking fund Redemption Date with
respect to Debt Securities of such series at the applicable sinking fund Redemption Price with
respect to Debt Securities of such series, together with accrued interest, if any, to the date
fixed for redemption, with the effect provided in Section 4.03. The Trustee shall select, in the
manner provided in Section 4.02, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Debt Securities of such series to utilize said cash and shall thereupon cause
notice of redemption of the Debt Securities of such series for the sinking fund to be given in the
manner provided in Section 4.02 (and with the effect provided in Section 4.03) for the redemption
of Debt Securities in part at the option of the Company. Debt Securities of any series which are
identified by registration and certificate number in an Officer’s Certificate at least 45 days
prior to the sinking fund Redemption Date as being beneficially owned by, and not pledged or
hypothecated by, the Company or an entity directly or indirectly controlling or




25











 




controlled by or under direct or indirect common control with the Company shall be excluded from
Debt Securities of such series eligible for selection for redemption. Any sinking fund moneys not
so applied or allocated by the Trustee to the redemption of Debt Securities of such series shall be
added to the next cash sinking fund payment with respect to Debt Securities of such series received
by the Trustee and, together with such payment, shall be applied in accordance with the provisions
of this Section 4.05. Any and all sinking fund moneys with respect to Debt Securities of any series
held by the Trustee at the maturity of Debt Securities of such series, and not held for the payment
or redemption of particular Debt Securities of such series, shall be applied by the Trustee,
together with other moneys, if necessary, to be deposited sufficient for the purpose, to the
payment of the principal of the Debt Securities of such series at maturity.




     The Trustee shall not convert any currency in which the Debt Securities of such series are
payable for the purposes of such sinking fund application unless a Company Request is made, and any
such conversion agreed to by the Trustee in response to such request shall be for the account and
at the expense of the Company and shall not affect the Company’s obligation to pay the Holders in
the currency to which such Holder is entitled.



     On or before each sinking fund Redemption Date provided with respect to Debt Securities of any
series, the Company shall pay to the Trustee in cash in the currency described above a sum equal to
all accrued interest, if any, to the date fixed for redemption on Debt Securities to be redeemed on
such sinking fund Redemption Date pursuant to this Section 4.05.



ARTICLE 5.

PARTICULAR COVENANTS OF THE COMPANY.




     SECTION 5.01. Payment of Principal, Premium and Interest. The Company will duly and punctually pay
or cause to be paid (in the currency in which the Debt Securities of such series are payable) the
principal of and premium, if any, and interest on each of the Debt Securities at the place (subject
to Section 3.03), at the respective times and in the manner provided in each series of Debt
Securities and in this Indenture.



     SECTION 5.02. Offices for Notices and Payments, etc. (a) So long as the Debt Securities of any
series remain Outstanding, the Company will maintain at the Place of Payment, an office or agency
where the Debt Securities may be presented for payment, an office or agency where the Debt
Securities may be presented for registration of transfer and for exchange as in this Indenture
provided, and an office or agency where notices and demands to or upon the Company in respect of
the Debt Securities or of this Indenture may be served and shall give the Trustee written notice
thereof and any changes in the location thereof. In case the Company shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee of any change in
the location thereof, presentation and demand may be made and notice may be served in respect of
the Debt Securities or of this Indenture at said office of the Trustee.



     (b) In addition to the office or agency maintained by the Company pursuant to Section 5.02(a),
the Company may from time to time designate one or more other offices or agencies where the Debt
Securities may be presented for payment and presented for registration of transfer and for exchange
in the manner provided in this Indenture, and the Company may



26









 







from time to time rescind such designations, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain such office and agency at the Place of Payment, for the purposes
abovementioned. The Company will give to the Trustee prompt written notice of (i) any such
designation or rescission thereof, and (ii) the location of any such office or agency outside the
Place of Payment and of any change of location thereof.



     SECTION 5.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary
to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder.



     SECTION 5.04. Provisions as to Paying Agent. (a) (1) Whenever the Company shall have one or more
Paying Agents for any series of Debt Securities other than the Trustee, it will, on or before each
due date of the principal of (and premium, if any) or interest on any Debt Securities of such
series, deposit with a Paying Agent a sum sufficient to pay such amount becoming due, such sum to
be held as provided by the Trust Indenture Act of 1939, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



     (2) The Company will cause each Paying Agent other than the Trustee to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will: (i) comply with the provisions of the
Trust Indenture Act of 1939 applicable to it as a Paying Agent and (ii) during the continuance of
any default by the Company (or any other obligor upon any series of Debt Securities) in the making
of any payment in respect of the Debt Securities of such series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.



     (b) If the Company shall act as its own paying agent, it will, on or prior to each due date of
the principal of and premium, if any, or interest on Debt Securities of any series, set aside,
segregate and hold in trust for the benefit of the Holders of such Debt Securities a sum sufficient
to pay such principal and premium, if any, or interest so becoming due and will notify the Trustee
of any failure to take such action and of any failure by the Company (or by any other obligor on
such series of Debt Securities) to make any payment of the principal of and premium, if any, or
interest on the Debt Securities when the same shall become due and payable.



     (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture with respect to
any or all series of Debt Securities then Outstanding, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust by the Company, or any paying agent hereunder, as
required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein
contained.



     (d) Anything in this Section 5.04 to the contrary notwithstanding, the agreement to hold sums
in trust provided in this Section 5.04 is subject to Section 13.04.



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     SECTION
5.05. Certificate to Trustee. So long as the Debt Securities of any series remain
Outstanding, the Company will deliver to the Trustee on or before 120 days after the end of each
fiscal year an Officers’ Certificate stating that in the course of the performance by the signers
of their duties as officers of the Company, they would normally have knowledge of any default by
the Company in the performance or fulfillment or observance of any covenants or agreements
contained herein during the preceding fiscal year, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers have knowledge and
the nature thereof. The Officers’ Certificate need not comply with Section 15.05.



     SECTION 5.06. Waivers of Covenants. Anything in this Indenture to the contrary notwithstanding,
the Company may fail or omit, in respect of any series of Debt Securities, and in any particular
instance, to comply with a covenant, agreement or condition contained in Sections 5.02 and 5.04
(other than in 5.04(a)(1) and (2)) to 5.05, inclusive, if the Company shall have obtained and filed
with the Trustee before or after the time for such compliance the consent in writing of the Holders
of more than 50% in aggregate principal amount of the Debt Securities of the series affected by
such waiver at the time Outstanding, either waiving such compliance in such instance or generally
waiving compliance with such covenant or condition, but no such waiver shall extend to or affect
any obligation not expressly waived nor impair any right consequent thereon and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee in respect of
any such covenant or condition shall remain in full force and effect.



ARTICLE 6.

HOLDERS’ LISTS AND REPORTS BY THE COMPANY

AND THE TRUSTEE.




     SECTION 6.01. Holders’ Lists. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee, not more than 15 days after each Regular Record Date with respect to the
Debt Securities of any series, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders of Debt Securities of such series
as of a date not more than 15 days prior to the time such information is furnished; provided,
however, that no such list with respect to any particular series of Debt Securities need be
furnished at any such time if the Trustee is in possession thereof by reason of its acting as the
Debt Security registrar for such series designated under Section 3.06 or otherwise.



     SECTION 6.02. Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as current
a form as is reasonably practicable, all information as to the names and addresses of the Holders
of Debt Securities contained in the most recent list furnished to it as provided in Section 6.01 or
received by the Trustee in the capacity of the Debt Security registrar (if so acting) under Section
3.06. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon receipt of
a new list so furnished.



     (b) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Debt Securities of any series or of all Debt Securities,



28









 







and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture
Act of 1939.



     (c) Every Holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of any disclosure of information as to names and addresses of
Holders made pursuant to the Trust Indenture Act of 1939.



     SECTION 6.03. Reports by the Company. The Company agrees to file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939 at the times and
in the manner provided pursuant to such Act; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee within 15 days after the same is
so required to be filed with the Commission. Delivery of such reports, information and documents to
the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’
Certificate).



     SECTION 6.04. Reports by the Trustee. (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act of 1939 at the times and in the manner provided pursuant thereto. The interval
between transmissions of reports to be transmitted at intervals shall be twelve months or such
shorter time required by the Trust Indenture Act of 1939. If the Trust Indenture Act of 1939 does
not specify the date on which a report is due, the such report shall be due on July 15 of each year
following the first issuance of Debt Securities.



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



ARTICLE 7.

REMEDIES OF THE TRUSTEE AND HOLDERS

ON EVENT OF DEFAULT.




     SECTION 7.01. Events of Default. Event of Default, with respect to any series of Debt Securities,
wherever used herein, means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is either inapplicable to a particular
series or it is specifically deleted or modified in the supplemental indenture under which such
series of Debt Securities is issued or in the form of Debt Security for such series:



29









 





     (a) default in the payment of any installment of interest upon any Debt Security of such
series as and when the same shall become due and payable, and continuance of such default for a
period of 30 days; or



     (b) default in the payment of the principal of and premium, if any, on any Debt Security of
such series as and when the same shall become due and payable either at maturity, upon redemption,
by declaration of acceleration or otherwise; or



     (c) default in the payment or satisfaction of any sinking fund payment or analogous
obligation, if any, with respect to the Debt Securities of such series as and when the same shall
become due and payable by the terms of the Debt Securities of such series; or



     (d) failure on the part of the Company duly to observe or perform any of the covenants,
warrants or agreements on the part of the Company in respect of the Debt Securities of such series
in this Indenture (other than a covenant, warranty or agreement a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with) continued for a period of 75
days after the date on which written notice of such failure, specifying such failure and requiring
the same to be remedied, shall have been given to the Company by the Trustee, by registered mail,
or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of such series; or



     (e) an event of default with respect to any other series of Debt Securities issued or
hereafter issued pursuant to this Indenture or if default shall be made (and shall not have been
cured or waived) in the payment of principal of or interest on any other obligation for borrowed
money of the Company beyond any period of grace with respect thereto if (i) the aggregate principal
amount (or, in the case of Original Issue Discount Debt Securities, such portion of the principal
amount as may be specified in the terms of such indebtedness as due and payable upon acceleration)
of any such obligation in respect of which principal or interest is and remains in default is in
excess of $100,000,000 and (ii) the default in such payment is not being contested by the Company
in good faith and by appropriate proceedings; provided, however, that subject to the provisions of
Section 7.08 and Section 8.01 the Trustee shall not be charged with knowledge of any such default
unless written notice thereof shall have been given to the Trustee by the Company, by the holders
or an agent of the holders of any such indebtedness, by the trustee then acting under any indenture
or other instrument under which such default shall have occurred, or by the Holders of not less
than 25% in aggregate principal amount of such series of Debt Securities at the time Outstanding;
or



     (f) a decree or order by a court having jurisdiction in the premises shall have been entered
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization of the Company under the Federal bankruptcy laws or any other similar applicable
Federal or state law, and such decree or order shall have continued undischarged and unstayed for a
period of 60 days; or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee or other similar official in
bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and such decree or order shall
have continued undischarged and unstayed for a period of 60 days; or



30









 





     (g) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or
consent seeking an arrangement or a reorganization under the Federal bankruptcy laws or any other
similar applicable Federal or state law, or shall consent to the filing of any such petition, or
shall consent to the appointment of a receiver or liquidator or trustee or assignee or other
similar official in bankruptcy or insolvency of it or of all or substantially all of its property,
or shall make an assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due; or



     (h) any other Event of Default provided in the board resolution, officers’ certificate or the
supplemental indenture under which such series of Debt Securities is issued or in the form of Debt
Security for such series; then and in each and every such case, so long as such Event of Default
with respect to any series of Debt Securities for which there are Debt Securities Outstanding
occurs and is continuing and shall not have been remedied or waived to the extent permitted by the
terms of this Indenture, unless the principal of all of the Debt Securities of such series shall
have already become due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Debt Securities of such series, by notice in writing
to the Company (and to the Trustee if given by Holders), may declare the principal (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the Debt Securities of
such series and the interest accrued thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Debt Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if, at any time after the principal of the
Debt Securities of such series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay in the
currency in which the Debt Securities of such series are payable all matured installments of
interest upon all of the Debt Securities and the principal of and premium, if any, on any and all
Debt Securities of such series which shall have become due otherwise than by such declaration (with
interest on overdue installments of interest to the extent that payment of such interest is
enforceable under applicable law and on such principal and premium, if any, at the rate borne by
the Debt Securities of such series or as otherwise provided in the form of Debt Security for such
series, to the date of such payment or deposit) and the expenses of the Trustee (subject to Section
8.06), and any and all defaults under this Indenture, other than the nonpayment of principal of and
accrued interest on Debt Securities of such series which shall have become due by such declaration,
shall have been cured or shall have been waived in accordance with Section 7.07 or provision deemed
by the Trustee to be adequate shall have been made therefor — then and in every such case the
Holders of at least a majority in aggregate principal amount of the Debt Securities of such series
then Outstanding, by written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.



     In case the Trustee or any Holders shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because of such rescission
and annulment or for any other reason or shall have been determined adversely to the



31









 







Trustee, then and in every such case the Company, the Trustee and the Holders shall be restored
respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the Company, the Trustee and the Holders shall continue as though no such proceeding had been
taken.



     SECTION 7.02. Payment of Debt Securities Upon Default; Suit Therefor. The Company covenants that
(a) in case default shall be made in the payment of any installment of interest upon any Debt
Security of any series as and when the same shall become due and payable, and such default shall
have continued for a period of 30 days, or (b) in case default shall be made in the payment of the
principal of and premium, if any, on any Debt Security of any series as and when the same shall
have become due and payable, whether at maturity of the Debt Security or upon redemption or by
declaration or otherwise or (c) in case default shall be made in the making or satisfaction of any
sinking fund payment or analogous obligation with respect to the Debt Securities of any series when
the same becomes due by the terms of the Debt Securities of any series—then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the Holders of any such series,
the whole amount that then shall have become due and payable on any such Debt Securities for
principal and premium, if any, or interest, or both, as the case may be, with interest upon the
overdue principal and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest at the rate borne by
the Debt Securities of such series or as otherwise provided in the form of Debt Security of such
series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys
and counsel, and any expenses or liabilities incurred and advances made by the Trustee, except
compensation or advances arising, or expenses or liabilities incurred, as a result of the Trustee’s
bad faith.



     Until such demand is made by the Trustee, the Company may pay the principal of and premium, if
any, and interest on the Debt Securities of any series to the Persons entitled thereto, whether or
not the principal of and premium, if any, and interest on the Debt Securities of such series are
overdue.



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and
may prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on such Debt Securities and
collect, in the manner provided by law out of the property of the Company or any other obligor on
such Debt Securities wherever situated, the moneys adjudged or decreed to be payable. If any Event
of Default with respect to any series of Debt Securities occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt
Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or
to enforce any other proper remedy.



     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the
Company or any other obligor on the Debt Securities of any series under the Federal



32









 







bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been
appointed for the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the Debt Securities of
any series, or to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debt Securities of such series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.02, shall be entitled and
empowered by intervention in such proceedings or otherwise, (a) to file and prove a claim or claims
for the whole amount of principal and interest owing and unpaid in respect of the Debt Securities
of such series, and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and
of the Holders of the Debt Securities of such series allowed in such judicial proceedings relative
to the Company or any other obligor on such Debt Securities, its or their creditors, or its or
their property, (b) unless prohibited by applicable law and regulations, to vote on behalf of the
Holders of any Debt Securities of any series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person
performing similar functions in comparable proceedings, and (c) to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Holders of the Debt Securities of such series to
make such payments to the Trustee, and, in the event that the Trustee shall consent to the making
of such payments directly to such Holders, to pay to the Trustee such amount as shall be sufficient
to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred and advances made by the Trustee except compensation or advances
arising, or expenses or liabilities incurred, as a result of the Trustee’s bad faith.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept, or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder (except, as aforesaid, for the election of a
trustee in bankruptcy or other Person performing similar functions) in any such proceeding.



     All rights of action and of asserting claims under this Indenture, or under any of the Debt
Securities of any series, may be enforced by the Trustee without the possession of any of such Debt
Securities, or the production thereof on any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the
Debt Securities of such series in respect of which such judgment has been recovered.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the Holders of the Debt Securities in respect to which such
action was taken, and it shall not be necessary to make any Holders of such Debt Securities parties
to any such proceedings.



33









 





     SECTION 7.03. Application
of Moneys Collected by Trustee. Any moneys collected by the Trustee
pursuant to Section 7.02 and any other money or property distributed in respect of the Company’s
obligations under this Indenture after an Event of Default shall be applied in the order following,
at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of
the Debt Securities of such series, and stamping thereon the payment, if only partially paid, and
upon surrender thereof, if fully paid:



     FIRST: To the payment of costs and expenses of collection and reasonable compensation to the
Trustee, its agents, attorneys and counsel, and of all other expenses and liabilities incurred, and
all advances made, by the Trustee except compensation or advances arising, or expenses or
liabilities incurred, as a result of its bad faith, and any other amounts owing the Trustee under
Section 8.06;



     SECOND: To the payment of the amounts then due and unpaid to the holders of Senior
Indebtedness, to the extent required by Article Sixteen;



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



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



     FIFTH: To the payment of any surplus then remaining to the Company, its successors or assigns,
or to whomsoever may be lawfully entitled to receive the same.



     SECTION 7.04. Proceedings by Holders. No Holder of any Debt Security of any series shall have any
right by virtue of or by availing of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law or in bankruptcy or otherwise upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless such Holder previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in
aggregate principal amount of the Debt Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred



34









 







therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and
no direction inconsistent with such written request shall have been given to the Trustee pursuant
to Section 7.07), it being understood and intended, and being expressly covenanted by the taker and
Holder of every Debt Security of every series with every other taker and Holder and the Trustee,
that no one or more Holders of Debt Securities 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 Holder of such Debt Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all Holders of Debt
Securities.



     SECTION 7.05. Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the Holders vested in it
by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.



     SECTION 7.06. Remedies Cumulative and Continuing. All powers and remedies given by this Article
Seven to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available to the Trustee or
the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of
any Holder to exercise any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and
remedy given by this Article Seven or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.



     SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall
have the right to direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to
the Debt Securities by this Indenture; provided, however, that (subject to the provisions of
Section 8.01) the Trustee shall have the right to decline to follow any such direction if the
Trustee shall determine upon advice of counsel that the action or proceeding so directed may not
lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not
joining in such direction or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or Responsible Officers
shall determine that the action or proceeding so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or forebearances
specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders
of the Debt Securities of all series not joining in the giving



35









 







of said direction, it being understood that (subject to Section 8.01) the Trustee shall have no
duty to ascertain whether or not such actions or forebearances are duly prejudicial to such
Holders. The Trustee may take any other action deemed proper by the Trustee not inconsistent with
such direction. Subject to Section 7.01, the Holders of a majority in aggregate principal amount of
the Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt
Securities of such series waive any past default or Event of Default hereunder and its consequences
except a default in the payment of principal of or premium, if any, or interest on such Debt
Securities, or a default in the making of any sinking fund payment with respect to such Debt
Securities. Upon any such waiver the Company, the Trustee and the Holders of such Debt Securities
shall be restored to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default shall have been waived as permitted by this
Section 7.07, said default or Event of Default shall for all purposes of the Debt Securities and
this Indenture be deemed to have been cured and to be not continuing.



     This Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act of 1939 and such Sections 316(a)(1)(A) and Section 316(a)(1)(B) are hereby expressly
excluded from this Indenture, as permitted by the Trust Indenture Act of 1939.



     SECTION 7.08. Notice of Defaults. Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit first-class by mail,
postage prepaid, to all Holders of Securities of such series, as their names and addresses appear
in the Security Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest 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 or Responsible 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 of the character
specified in Section 7.01(d) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



     SECTION 7.09. Undertaking to Pay Costs. 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, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act of 1939; provided that neither this Section nor the
Trust Indenture Act of 1939 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 or the Trustee, and any
provision of the Trust Indenture Act of 1939 to such effect is hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act of 1939.



     SECTION 7.10. Unconditional Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any Debt Security shall have
the rights, which are absolute and unconditional, to receive payment of the principal of, premium,
if any, and (subject to Section 3.08) interest on such Debt



36









 







Security on the respective Stated Maturities expressed in such Debt Security (or in the case of
redemption or repayment, on the date for redemption or repayment, as the case may be) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.



ARTICLE 8.

CONCERNING THE TRUSTEE.




     SECTION 8.01. Certain Duties and Responsibilities (a) Except during the continuance of an Event of
Default,




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




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



     (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.



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




     (1) this Subsection (c) shall not be construed to limit the effect of Subsections (a) or
(d) of this Section 8.01;




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




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



37









 







Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.



     (d) 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.



     (e) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 8.01.



     (f) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but
not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such
loss or damage and regardless of the form of action; and



     (g) The Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its control, including, without limitation, acts of God; earthquakes; fire;
flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities; acts of civil or military authority and governmental action.



     SECTION 8.02. Reliance on Documents, Opinions, etc. Subject to the provisions of Section 8.01,



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



     (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by Company Request or Company Order (unless otherwise evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of
the Company;



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



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



38









 





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



     (f) 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, consent,
order, approval, bond, debenture, note, or other paper or document, unless requested in writing to
do so by the Holders of not less than a majority in principal amount of such Debt Securities then
Outstanding; provided, however, that the reasonable expenses of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; and
provided, further, that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to so proceeding;



     (g) 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 liable
or responsible for any misconduct, bad faith or negligence on the part of any agent or attorney
appointed with due care by it hereunder;



     (h) the Trustee shall not be deemed to have notice or be charged with knowledge of any default
or Event of Default unless written notice of such default or Event of Default from the Company or
any Holder is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;



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



     (j) 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;



     (k) the Trustee may request that the Company 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 and not superseded; and



     (l) the permissive rights of the Trustee enumerated herein shall not be construed as duties.



     SECTION 8.03. No Responsibility for Recitals, etc. The recitals contained herein and in the Debt
Securities (except in the Trustee’s certificate of authentication) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of



39









 







the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Debt Securities of any series. The Trustee represents that it is duly authorized to
execute and deliver this Indenture. Neither the Trustee nor the Authenticating Agent shall be
accountable for the use or application by the Company or any Debt Securities or the proceeds of any
Debt Securities authenticated and delivered by the Trustee in conformity with the provisions of
this Indenture.



     SECTION 8.04. Trustee and Agents May Own Debt Securities. The Trustee, any paying agent, or any
agent of the Trustee or the Company under this Indenture, in its individual or any other capacity,
may become the owner or pledgee of Debt Securities of any series with the same rights it would have
if it were not Trustee or such agent and, subject to Sections 8.08 and 8.13, if operative, may
otherwise deal with the Company and receive, collect, hold, and retain collections from the Company
with the same rights it would have if it were not the Trustee or such agent.



     SECTION 8.05. Moneys to be Held in Trust. Subject to the provisions of Section 13.04, all moneys
received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the
extent required by law. Neither the Trustee nor any paying agent shall be under any liability for
interest on, or to invest, any moneys received by it hereunder except such as it may agree with the
Company to pay thereon.



     SECTION 8.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and all persons not regularly in its employ and any amounts paid by
the Trustee to any Authenticating Agent pursuant to Section 8.14) except any such expense,
disbursement or advance as may arise from its gross negligence or bad faith. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any loss, damage, claims,
liability or expense incurred without gross negligence or bad faith on the part of the Trustee and
arising out of or in connection with this Indenture, including the acceptance or administration of
this trust, or the performance of its duties hereunder, including the current payment of all costs
and expenses of defending itself against any claim of liability in the premises. The obligations of
the Company under this Section 8.06 to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Debt Securities. In addition to, but without
prejudice to its other rights under this indenture, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 7.01(f) or Section 7.01(g),
the expenses (including the reasonable charges and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency or other similar law.



40









 





     “Trustee” for purposes of this Section shall include any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not
affect the rights of any other Trustee hereunder.



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



     SECTION 8.07. Officers’ Certificate as Evidence. Subject to the provisions of Section 8.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or omitting any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such
Certificate, in the absence of bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith
thereof.



     SECTION 8.08. Conflicting Interest of Trustee. If the Trustee has or shall acquire any conflicting
interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate
such conflicting interest or resign in the manner provided by, and subject to the provisions of,
the Trust Indenture Act of 1939 and this Indenture.



     SECTION 8.09. Eligibility of Trustee. There shall at all times be a Trustee with respect to each
series of Debt Securities hereunder which shall be a corporation organized and doing business under
the laws of the United States or any state or territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trust power’s, having a combined capital and
surplus of at least $5,000,000, subject to supervision or examination by Federal, state,
territorial, or District of Columbia authority and having its principal office and place of
business in St. Paul, Minnesota, if there be such a corporation having its principal office and
place of business in said City and willing to act as Trustee hereunder. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 8.09, 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. In case at any time the
Trustee with respect to any series of Debt Securities shall cease to be eligible in accordance with
the provisions of this Section 8.09, such Trustee shall resign immediately in the manner and with
the effect specified in Section 8.10.



     SECTION 8.10. Resignation or Removal of Trustee. (a) The Trustee may at any time resign with
respect to any series of Debt Securities by giving written notice by first class mail of such
resignation to the Company and to the Holders of such series of Debt Securities at their addresses
as they shall appear on the Debt Security Register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee with respect to such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
trustee with respect to such series shall have been so appointed and have accepted appointment
within 60 days after the mailing of such notice of resignation to the



41









 







Holders, the resigning Trustee may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Holder of such series of Debt
Securities who has been a bona fide Holder of a Debt Security or Debt Securities of such series for
at least six months may, subject to the provisions of Section 7.09, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint such successor trustee.



     (b) In case at any time any of the following shall occur—



     (1) the Trustee shall fail to comply with the provisions of Section 8.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Debt Security or Debt
Securities of such series for at least six months, unless the Trustee’s duty to resign is stayed in
accordance with the provisions of Section 310(b) of the Trust Indenture Act of 1939, or



     (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09
and shall fail to resign after written request therefor by the Company or by any such Holder of a
note of such series, or



     (3) the Trustee shall become incapable of acting with respect to any series of Debt
Securities, 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, the Company may remove the Trustee with respect to such series and appoint a
successor trustee for such series by written instrument, in duplicate, executed on instruction of
the President, the Chief Financial Officer or the Treasurer of the Company, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.09, any Holder who has been a bona fide Holder of a Debt
Security or Debt Securities 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 removal of the
Trustee and the appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove such Trustee and
appoint such successor trustee.



     (c) The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities
of any series may at any time remove the Trustee with respect to such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company the evidence provided
for in Section 9.01 of the action in that regard taken by the Holders, and nominate a successor
Trustee which shall be deemed appointed as successor Trustee unless within ten days after such
nomination the Company objects thereto, in which case the Trustee so removed or any Holder of a
Debt Security or Debt Securities of such series, upon the terms and conditions and otherwise as in
subsection (a) of this Section 8.10 provided, may petition any court of competent jurisdiction for
an appointment of a successor Trustee with respect to such series.



42









 





     (d) Any resignation or removal of the Trustee with respect to all or any series of Debt
Securities and any appointment of a successor Trustee pursuant to any of the provisions of this
Section 8.10 shall become effective upon acceptance of appointment by the successor Trustee as
provided in Section 8.11.



     SECTION 8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided in
Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective with respect to all or any series as to which it is
resigning as Trustee, and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, duties and obligations of its predecessor
hereunder with respect to all or any such series, with like effect as if originally named as
Trustee herein with respect to all or any such series; nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee with respect to all
or any such series so ceasing to act. Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting in and confirming
to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such Trustee with
respect to all or any series as to which it is resigning as Trustee, to secure any amounts and
shall be entitled to any indemnities then due it pursuant to the provisions of Section 8.06.



     No successor Trustee shall accept appointment as provided in this Section 8.11 unless at the
time of such acceptance such successor Trustee shall be qualified under the provisions of Section
8.08 and eligible under the provisions of Section 8.09.



     Upon acceptance of appointment by a successor Trustee with respect to all or any series of
Debt Securities as provided in this Section 8.11, the Company shall mail notice of the succession
of such Trustee hereunder to the Holders of Debt Securities of such series at their addresses as
they shall appear on the Debt Security Register. If the Company fails to mail such notice within
ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Company.



     In case the appointment hereunder of a successor Trustee with respect to the Debt Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Debt Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which 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 Debt Securities of any series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee.



43









 





     SECTION 8.12. Succession
by Merger, etc. Subject to Sections 8.08 and 8.09, any Person into which
the Trustee may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto.



     In case at the time any successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee,
and deliver such Debt Securities so authenticated; and in case at that time any of the Debt
Securities shall not have been authenticated, any successor to the Trustee may authenticate such
Debt Securities in the name of such successor Trustee; and in all such cases such certificate shall
have the full force which it is anywhere in the Debt Securities or in this Indenture provided that
the certificate of the Trustee shall have.



     SECTION 8.13. Limitation on Rights of Trustee as a Creditor. If and when the Trustee shall be or
become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act of 1939 regarding the collection of claims
against the Company (or any such other obligor).



     SECTION 8.14. Authenticating Agents. There may be an Authenticating Agent or Authenticating Agents
appointed by the Trustee from time to time with power to act on its behalf and subject to its
direction in the authentication and delivery of any series of Debt Securities issued upon original
issuance, exchange, transfer or redemption thereof as fully to all intents and purposes as though
such Authenticating Agent (or Authenticating Agents) had been expressly authorized to authenticate
and deliver such Debt Securities, and Debt Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as though
authenticated by the Trustee hereunder. For all purposes of this Indenture, the authentication and
delivery of Debt Securities by any Authenticating Agent pursuant to this Section 8.14 shall be
deemed to be the authentication and delivery of such Debt Securities “by the Trustee”, and whenever
this Indenture provides that “the Trustee shall authenticate and deliver” Debt Securities or that
Debt Securities “shall have been authenticated and delivered by the Trustee”, such authentication
and delivery by any Authenticating Agent shall be deemed to be authentication and delivery by the
Trustee. Any such Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State or Territory or the
District of Columbia, with a combined capital and surplus of at least $5,000,000 and authorized
under such laws to act as an authenticating agent, duly registered to act as such, if and to the
extent required by applicable law and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of its condition at least annually pursuant to law
or the requirements of such authority, then for the purposes of this Section 8.14 the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.14, or to be
duly registered if and to the extent required by applicable law and regulations, it shall resign
immediately in the manner and with the effect herein specified in this Section 8.14.



44









 





     Whenever reference is made in this Indenture to the authentication and delivery of Debt
Securities of any series 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 its
Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate
of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with
respect to the Debt Securities of such series.



     Any Person into which any Authenticating Agent may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any Person succeeding to the authenticating agency
business of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor Person is otherwise eligible under this Section 8.14, without the
execution or filing of any paper or any further act on the part of the parties hereto or such
Authenticating Agent or such successor Person.



     In case at the time such successor to any such agency shall succeed to such agency any of the
Debt Securities shall have been authenticated but not delivered, any such successor to such
Authenticating Agent may adopt the certificate of authentication of any predecessor Authenticating
Agent and deliver such Debt Securities so authenticated; and in case at that time any of the Debt
Securities shall not have been authenticated, any successor to any Authenticating Agent may
authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of
the successor Authenticating Agent; and in all cases such certificate shall have the full force
which it has anywhere in the Debt Securities or in this Indenture provided that the certificate of
the predecessor Authenticating Agent shall have had such force; provided, however, that the right
to adopt the certificate of authentication of any predecessor Authenticating Agent or to
authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply only
to its successor or successors by merger, conversion or consolidation.



     Any Authenticating Agent may at any time resign as Authenticating Agent with respect to any
series of Debt Securities by giving written notice of resignation to the Trustee and to the
Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect
to any series of Debt Securities by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time Authenticating Agent shall cease to be eligible under this Section 8.14, the
Trustee may, and shall, upon request of the Company, promptly use its best efforts to appoint a
successor Authenticating Agent.



     Upon the appointment, at any time after the original issuance of any of the Debt Securities,
of any successor, additional or new Authenticating Agent, the Trustee shall give written notice of
such appointment to the Company and shall at the expense of the Company mail notice of such
appointment to all Holders of Debt Securities of such series as the names and addresses of such
Holders appear on the Debt Security Register.



     Any successor Authenticating Agent with respect to any series of Debt Securities upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as though originally named as an Authenticating
Agent herein with respect to such series. No successor Authenticating Agent shall



45









 







be appointed unless eligible under the provisions of this Section 8.14 and duly registered if and
to the extent required under applicable law and regulations.



     Any Authenticating Agent by the acceptance of its appointment with respect to any series of
Debt Securities shall be deemed to have agreed with the Trustee that: it will perform and carry out
the duties of an Authenticating Agent as herein set forth with respect to such series, including
among other things the duties to authenticate and deliver Debt Securities when presented to it in
connection with exchanges, registrations of transfer or redemptions thereof; it will keep and
maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate
records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee
such other information and reports as the Trustee may reasonably require; it is eligible for
appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if
it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or
expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of
any acts or failures to act of the Authenticating Agent with respect to such series but it shall
have no liability for any action taken by it at the specific written direction of the Trustee.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation and expenses for its services, and the Trustee shall have no liability for such
payments.



     The provisions of Sections 8.02(a), (b), (c), (e) and (f), 8.03, 8.04, 8.06 (insofar as it
pertains to indemnification), 9.01, 9.02 and 9.03 shall bind and inure to the benefit of each
Authenticating Agent to the same extent that they bind and inure to the benefit of the Trustee.



     If an appointment with respect to one or more series is made pursuant to this Section 8.14,
the Debt 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:



This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,	 	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	As Trustee	 	 	 	As Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	-OR-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	, 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	Authorized Officer	 	 	 	 	 	as Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Officer	 	 






     SECTION 8.15. Preferential Collection of Claims Against the Company.



46









 




     If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon
the Debt 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).




     SECTION 8.16. Trustee’s Application for Instructions from the Company.


     Any application by the Trustee for written instructions from the Company may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or such omission shall
be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than three Business Days after the date any officer of
the Company actually receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the effective date in the
case of an omission), the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.




ARTICLE 9.

CONCERNING THE HOLDERS.




     SECTION 9.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Debt Securities of any series may take
any action (including the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action) the fact that at the time of taking any such action the
Holders of such specified percentage of such series have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders of such series in
person or by agent or proxy appointed in writing, or (b) by the record of the Holders of such
series voting in favor thereof at any meeting of such Holders duly called and held in accordance
with the provisions of Article Ten, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Holders of such series.



     SECTION 9.02. Proof of Execution by Holders. Subject to the provisions of Sections 8.01, 8.02 and
10.05, proof of the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt
Securities shall be provided by the Debt Security Register or by a certificate of the Debt Security
registrar with respect to a series of Debt Securities.



     The record of any Holders’ meeting shall be proved in the manner provided in Section 10.06.



     SECTION 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee with respect to a series of
Debt Securities, and any agent of the Trustee or the Company under this Indenture may deem the
Person in whose name such Debt Security shall be registered upon the Debt Security Register to be,
and may treat him as, the absolute owner of such Debt Security (whether or not such Debt Security
shall be overdue and notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, the Trustee or any



47









 







such agent) for the purpose of receiving payment of or on account of the principal of and premium,
if any, and interest on such Debt Security and for all other purposes; and neither the Company nor
the Trustee nor any such agent shall be affected by any notice to the contrary. All such payments
so made to any Holder for the time being or upon his order shall, to the extent of the sum or sums
so paid, be effectual to satisfy and discharge the liability for moneys payable upon any such Debt
Security.



     SECTION 9.04. Company-Owned Debt Securities Disregarded. In determining whether the Holders of the
requisite aggregate principal amount of Debt Securities of any series have concurred in any
direction or consent under this Indenture, Debt Securities of such series which are owned by the
Company or any other obligor upon such Debt Securities or any Affiliate of the Company or such
other obligor (except in the case in which the Company or such other obligor or affiliate owns all
Debt Securities Outstanding under the Indenture, or all Outstanding Debt Securities of each such
series, as the case may be, without regard to this proviso) shall be disregarded and deemed not to
be Outstanding for the propose of any such determinations; provided, however, that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction or consent
only such Debt Securities which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be
regarded as Outstanding notwithstanding this Section 9.04 if the pledgee shall establish to the
satisfaction of the Trustee the right of the pledgee to vote such Debt Securities and that the
pledgee is not a Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying
all Debt Securities of a series, if any, known by the Company to be owned or held by or for the
account of the Company or any other obligor on such Debt Securities or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company
or any other obligor on such Debt Securities; and, subject to the provisions of Section 8.01, the
Trustee shall be entitled to accept such Officers’ Certificates as conclusive evidence of the facts
therein set forth and of the fact that all such Debt Securities not listed therein are Outstanding
for the purpose of any such determination.



     SECTION 9.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after)
the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the
Holders of the percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action, any Holder of a Debt Security which is
shown by the evidence to be included in the Debt Securities the Holders of which have consented to
or are bound by consents to such action, may, by filing written notice with the Trustee at its
principal office and upon proof of holding as provided in Section 9.02, revoke such action so far
as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt
Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of
such Debt Security and of any Debt Security issued on transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard thereto is made upon
any such Debt Security. Any action taken by the Holders of the percentage in aggregate principal
amount of the Debt Securities specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all of the Debt Securities
affected by such action.



48









 





ARTICLE 10.

HOLDERS’ MEETINGS.




     SECTION 10.01. Purposes of Meetings. A meeting of Holders of the Debt Securities of all or any
series may be called at any time and from time to time pursuant to the provisions of this Article
Ten for any of the following purposes:



     (1) to give any notice to the Company or to the Trustee with respect to such series, or to
give any directions to the Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by Holders pursuant to any of the
provisions of Article Seven;



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



     (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to
the provisions of Section 11.02; or



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



     SECTION 10.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders
of Debt Securities of all or any series to take any action specified in Section 10.01, to be held
at such time and at such place as the Trustee shall determine. Notice of every meeting of the
Holders of Debt Securities of all or any series, setting forth the time and place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be mailed by the
Trustee to Holders of Debt Securities of each series that may be affected by the action proposed to
be taken at such meeting at their addresses as they shall appear on the Debt Security Register.
Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the
meeting.



     SECTION 10.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant
to a resolution by the Board of Directors, or the Holders of at least 10% in aggregate principal
amount of the Debt Securities then Outstanding of each series that may be affected by the action
proposed to be taken shall have requested the Trustee to call a meeting of such Holders, by written
request setting forth in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Holders may determine the time and place for such meeting and may
call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as
provided in Section 10.02.



     SECTION 10.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders of Debt
Securities a person shall (a) be a Holder of one or more Debt Securities of a series affected by
the action proposed to be taken or (b) be a Person appointed by an instrument in writing as proxy
by a Holder of one or more such Debt Securities. The rights of Holders of Debt Securities to have
their votes counted shall be subject to the provision in the definition of “Outstanding” in Section
1.01. The only Persons who shall be entitled to be present or to speak



49









 







at any meeting of Holders of Debt Securities shall be the Persons entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.



     SECTION 10.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt
Securities, in regard to proof of the holding of Debt Securities and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any
such regulation, the holding of Debt Securities shall be proved in the manner specified in Section
9.02 and the appointment of any proxy shall be proved in the manner specified in said Section 9.02
or by having the signature of the Person executing the proxy witnessed or guaranteed by any bank,
broker or trust company.



     The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Holders of Debt Securities as
provided in Section 10.03, in which case the Company or the Holders of Debt Securities as provided
in Section 10.03, in which case the Company or the Holders of Debt Securities calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate
principal amount of the Debt Securities represented at the meeting and entitled to vote.



     Subject to the provisions of Section 9.04, at any meeting each Holder of a Debt Security of a
series entitled to vote at such meeting or proxy shall be entitled to one vote for each $1,000
principal amount of Debt Securities of such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote except as a Holder of Debt Securities of such series or proxy
therefor. Any meeting of Holders of Debt Securities duly called pursuant to the provisions of
Section 10.02 or 10.03 may be adjourned from time to time and the meeting may be held as so
adjourned without further notice.



     At any meeting of Holders of Debt Securities, the presence of Persons holding or representing
Debt Securities in an aggregate principal amount sufficient to take action upon the business for
the transaction of which such meeting was called shall be necessary to constitute a quorum; but, if
less than quorum be present, the Persons holding or representing a majority of the Debt Securities
represented at the meeting may adjourn such meeting with the same effect, for all intents and
purposes, as though a quorum had been present.



     SECTION
10.06. Voting.
The vote upon any resolution submitted to any meeting of Holders of Debt Securities shall be
by written ballots on which shall be subscribed the signatures of the holders of Debt Securities
entitled to vote at such meeting or of their representatives by proxy, and the letter or letters,
serial number or numbers or other distinguishing marks of the Debt Securities held or represented
by him. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any




50











 




resolution and who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Holders of Debt Securities shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 10.02. The record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.




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



     SECTION 10.07. No Delay of Rights by Meeting. Nothing in this Article Ten contained shall be
deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of Debt
Securities of any or all series or any rights expressly or impliedly conferred hereunder to make
such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved
to the Trustee or to the Holders of Debt Securities under any of the provisions of this Indenture
or of the Debt Securities.



ARTICLE 11.

SUPPLEMENTAL INDENTURES.




     SECTION 11.01. Supplemental Indentures without Consent of Holders. The Company, when authorized by
a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act
of 1939 as in force at the date of the execution thereof) for one or more of the following
purposes:



     (a) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants, agreements and
obligations of the Company pursuant to Articles Five and Twelve hereof;



     (b) to add to the covenants of the Company such further covenants, restrictions, conditions or
provisions as the Board of Directors and the Trustee shall consider to be for the protection of the
Holders of Debt Securities of any or all series, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to such series permitting the enforcement
of all or any of the several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction or condition, such
supplemental indenture may provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to the Trustee upon
such default;



51









 





     (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any
supplemental indenture which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee; or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not adversely affect the interests of the Holders of the Debt
Securities;



     (d) to evidence and provide for the acceptance of appointment by another corporation as a
successor Trustee hereunder with respect to one or more series of Debt Securities 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 Section 8.11;



     (e) to modify, amend or supplement this Indenture in such a manner as to permit the
qualification of any indenture supplemental hereto under the Trust Indenture Act of 1939 as then in
effect, except that nothing herein contained shall permit or authorize the inclusion in any
indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust
Indenture Act of 1939;



     (f) to provide for the issuance under this Indenture of Debt Securities in coupon form
(including Debt Securities registrable as to principal only) and to provide for exchangeability of
such Debt Securities with Debt Securities of the same series issued hereunder in fully registered
form and to make all appropriate changes for such purpose;



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



     (h) to establish any additional form of Debt Security, as permitted by Section 2.02, and to
provide for the issuance of any additional series of Debt Securities, as permitted by Section 3.01,
and to set forth the terms thereof.



     The Trustee is hereby required to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



     Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed
by the Company and the Trustee without the consent of the Holders of any of the Debt Securities at
the time Outstanding, notwithstanding any of the provisions of Section 11.02.



     SECTION 11.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as
provided in Section 9.01) of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such
supplemental indenture (all such Holders voting as a single class), by act of said Holders
delivered to the



52









 




Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debt Securities of each series under this
Indenture; provided, however, that no such supplemental indenture shall (i) without the consent of
the Holder of each Outstanding Debt Security affected thereby, extend the fixed maturity of any
Debt Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or make the principal thereof or interest or
premium thereon payable in any coin or currency other than that provided in the Debt Securities or
(ii) without the consent of the Holders of all of the Outstanding Debt Securities of each series
affected reduce the aforesaid percentage of Debt Securities, the Holders of which are required to
consent (a) to any such supplemental indenture, (b) to rescind and annul a declaration that any
Debt Securities are due and payable as a result of the occurrence of an Event of Default, (c) to
waive any past default under the Indenture and its consequences and (d) to waive compliance with
Sections 5.02 and 5.04 (other than 5.04(a)(1) and (2)) to 5.05, inclusive.




     Upon the request of the Company, accompanied by a copy of a Board Resolution certified by its
Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Holders of Debt Securities as
aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.



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



     SECTION 11.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders
of Debt Securities shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.



     SECTION 11.04. Notation on Debt Securities. Debt Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article Eleven may bear
a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Debt Securities of any series so
modified as to conform, in the
opinion of the Trustee and the Board of Directors to any modification of this Indenture contained
in any such supplemental indenture may be prepared and executed by the Company, authenticated by
the Trustee and delivered in exchange for the Outstanding Debt Securities of such series.



53









 





     SECTION 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. The
Trustee, subject to the provisions of Sections 8.01 and 7.02, shall receive, and shall be fully
protected in relying upon, in addition to the documents required by Section 15.05, an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article Eleven and is authorized
and permitted by this Indenture.



ARTICLE 12.

CONSOLIDATION, MERGER, SALE AND CONVEYANCE.




     SECTION 12.01. Company May Consolidate, etc., on Certain Terms. Nothing contained in this
Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company
with or into any other corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or successors shall be a
party or parties, or shall prevent any sale, conveyance or lease of all or substantially all of the
property of the Company to any other corporation (whether or not affiliated with the Company)
authorized to acquire and operate the same; provided, however, and the Company hereby covenants and
agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the condition
that (a) immediately after such consolidation, merger, sale, conveyance or lease the corporation
(whether the Company or such other corporation) formed by or surviving any such consolidation or
merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in
the performance or observance of any of the terms, covenants and conditions of this Indenture to be
kept or performed by the Company; (b) the corporation (if other than the Company) formed by or
surviving any such consolidation or merger or to which such sale, conveyance or lease shall have
been made, shall be a corporation organized under the laws of the United States of America or any
state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and
interest on all of the Debt Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this Indenture to be performed
or observed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in
form to the Trustee, executed and delivered to the Trustee by the Corporation (if other than the
Company) formed by such consolidation, or into which the Company shall have been merged, or by the
corporation which shall have acquired or leased such property.



     SECTION 12.02. Successor Corporation to be Substituted. In case of any such consolidation, merger,
sale, conveyance or lease and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the
due and punctual payment of the principal of and
premium, if any, and interest on all of the Debt Securities and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to performed or observed by
the Company, such successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the party of the first part, and (except in the
event of a conveyance by way of lease) the predecessor corporation shall be relieved of any further
obligation under this Indenture and the Debt Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of Johnson Controls, Inc.
any or all of the Debt Securities issuable hereunder which theretofore



54









 




shall not have been signed
by the Company and delivered to the Trustee; and, upon the order of such successor corporation
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 Debt Securities which previously
shall have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debt Securities which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All the Debt Securities of each series so
issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt
Securities of such series theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debt Securities had been issued at the date of the execution
hereof.




     In case of any such consolidation, merger, sale, conveyance or lease such changes in
phraseology and form (but not in substance) may be made in the Debt Securities thereafter to be
issued as may be appropriate.



     SECTION 12.03. Opinion of Counsel to Be Given Trustee. The Trustee, subject to Sections 8.01 and
8.02, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale or conveyance and any such assumption complies with the provisions of this Article
Twelve and that all conditions precedent herein provided relating to such transactions have been
complied with.



ARTICLE 13.

SATISFACTION AND DISCHARGE OF INDENTURE.




     SECTION 13.01. Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The
Company shall be deemed to have paid and discharged the entire indebtedness on all the Debt
Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders of
Debt Securities of such series to receive, from the money, in the currency required, and Government
Obligations deposited with the Trustee pursuant to Section 13.03 or the interest and principal
received by the Trustee in respect of such Government Obligations, payment of the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt
Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities
required to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to
Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities
of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under
Sections 3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01,
8.06, 8.10, 8.11 and, to the extent applicable to such series, Article Four, so long as the
principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid
and, thereafter, only the Company’s rights and obligations under Sections 5.04, 8.06, 13.03 and
13.04, and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the
Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect,
and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper
instruments acknowledging the same if:



     (a) (1) all Debt Securities of such series therefore authenticated and delivered (other than
(i) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.07 and (ii) Debt Securities for whose payment money has



55









 




theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Sections 13.03 and 13.04) have been delivered
to the Trustee for cancellation;




     (2) the Company has paid or caused to be paid in the currency required all other sums payable
under this Indenture in respect of the Debt Securities of such series; and



     (3) the Company has delivered to the Trustee an Officers’ Certificate, an Opinion of Counsel
and a written opinion of independent public accountants, each stating that all conditions precedent
herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities
of any such series and the discharge of the Indenture as it relates to such Debt Securities have
been complied with; or



     (b) (1) all Debt 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) 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 condition described in paragraph (1) of Section 13.02 has been satisfied; and



     (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 13.01 have been
satisfied; or



     (c) (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 13.01 have
been satisfied;



     (2) no Event of Default or event which with notice or lapse of time would become an Event of
Default shall have occurred and be continuing on the date of the deposit referred to in paragraph
(1) of Section 13.02 or on the ninety-first day after the date of such deposit; provided, however,
that should that condition fail to be satisfied on or before such ninety-first day, the Trustee
shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the
Company;



     (3) the Company has either (i) delivered to the Trustee an opinion of counsel of a
nationally-recognized independent tax counsel to the effect that Holders of the Debt Securities of
such series will not recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c)
of this Section 13.01 and will be subject to Federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such deposit and defeasance had not
occurred or (ii) the Company shall have received from, or there shall have been published by, the
United States Internal Revenue Service a ruling to the effect stated in (i) of this Section
13.01(c)(3); and



     (4) the Company has received an Opinion of Counsel to the effect that the satisfaction,
discharge and defeasance contemplated by this Section 13.01 will not result in the delisting of the
Debt Securities of that series from any nationally-recognized securities exchange on which they are
listed.



56









 





     SECTION 13.02. Defeasance of Debt Securities of any Series. The provisions of this Indenture
(except as to (x) the rights of Holders of Debt Securities of any series to receive, from the
money, in the currency required, and Government Obligations deposited with the Trustee pursuant to
paragraph (1) below or the interest and principal received by the Trustee in respect of such
Government Obligations, payment of the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities
thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any
mandatory sinking or analogous provisions relating to Securities of that series or pursuant to any
call for redemption relating to Debt Securities of that series, (y) the Company’s rights and
obligations with respect to such Debt Securities under Sections 3.06, 3.07, 13.03, 13.04, Article
Seven (other than subsections (d) and (e) of Section 7.01), Sections 5.01, 5.02, 5.04, 6.01, 8.06,
8.10, 8.11 and, to the extent application to such series, Article Four, so long as the principal of
(and premium, if any) and interest on the Debt Securities of such series remain unpaid and,
thereafter, only the Company’s rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04,
and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt
Securities of such series) as it relates to Debt Securities of any series shall no longer be in
effect, and the Trustee, at the expense of the Company shall, upon Company Request, execute proper
instruments acknowledging the same if:



     (1) the Company has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose (A) the Dollars of Foreign Currency, as applicable, in an amount, or (B)
Government Obligations which through the payment of interest and principal in respect thereof in
accordance with their terms will provide on or before the due date of any payment in respect of
such series of Debt Securities in an amount, or (C) a combination thereof, sufficient, after
payment of all Federal, state and local taxes in respect thereof payable by the Trustee, 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 (i) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and interest on the
Outstanding Debt Securities of that series on the Stated Maturity of such principal or installment
of principal or interest and (ii) any mandatory sinking fund payments or analogous payments or
payments pursuant to any call for redemption applicable to Debt Securities of such series on the
day on which such payments are due and payable in accordance with the terms of the Indenture and
such Debt Securities;



     (2) no Event of Default or event which with notice or lapse of time would become an Event of
Default shall have occurred and be continuing on the date of such deposit;



     (3) the interest of the Holders in such deposit shall have been duly perfected under the
applicable provisions of the Uniform Commercial Code; and



     (4) 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 defeasance
contemplated by this Section have been complied with.



     SECTION 13.03. Application of Trust Funds; Indemnification. (a) Subject to the provisions of
Section 13.04, all money and Government Obligations deposited with the Trustee pursuant to Section
13.01 or 13.02 and all money received by the Trustee in respect of



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Government Obligations deposited
with the Trustee, shall be held in trust and applied by it, in accordance with the provisions of
the Debt 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 for whose payment such money
and Government Obligations have been deposited with or received by the Trustee as contemplated by
Section 13.01 or 13.02.




     (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to Section 13.01 or 13.02
or the interest and principal received in respect of such obligations, other than any such tax, fee
or other charge payable by or on behalf of Holders. The Company shall be entitled to prompt notice
of an assessment or the commencement of any proceeding for which indemnification may be sought
hereunder and, at its election, to contest such assessment or to participate in, assume the defense
of, or settle such proceeding.



     (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
Government Obligations or money held by it as provided in Section 13.01 or 13.02 which, in the
opinion of a nationally-recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such obligations or money were
deposited or received.



     (d) If the Trustee is unable to apply any money or Government Obligations in accordance with
Section 13.02 by reason of any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Debt Securities, if any, of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section 13.02 until such time
as the Trustee is permitted to apply all such money or Government Obligations in accordance with
Section 13.02; provided, however, that if the Company has made any payment of interest on or
principal of (and premium, if any) on any Debt Securities, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such series of Debt Securities, if any, to receive such payment from the money or Government
Obligations held by the Trustee.



     SECTION 13.04. Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of and premium, if any, or interest on Debt Securities
and not applied but remaining unclaimed by the Holders of Debt Securities for two years after the
date upon which the principal of and premium, if any, or interest on such Debt Securities, as the
case may be, shall have become due and payable, shall be repaid to the Company by the Trustee or
such paying agent on demand; and the Holder of any of the Debt Securities entitled to receive such
payment shall thereafter look only to the Company for any payment thereof.



     SECTION 13.05. Reinstatement. If the Trustee is unable to apply any money or Government
Obligations in accordance with Sections 13.01 or 13.02 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations



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under this Indenture and the Debt
Securities shall be revived and reinstated as though no deposit had occurred pursuant to Sections
13.01 or 13.02 until such time as the Trustee is permitted to apply all such money or Government
Obligations in accordance with Sections 13.01 or 13.02; provided that, if the Company has made any
payment of principal of or interest on the Debt Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Debt Securities
to receive such payment from the money or Government Obligations held by the Trustee.




ARTICLE 14.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS.




     SECTION 14.01. Indenture and Debt Securities Solely Corporate Obligations. No recourse under or
upon any obligation, covenant or agreement of this Indenture, any supplemental indenture, or of any
Debt Security, or for any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer, director or employee, as such, past, present or future, of
the Company or any Subsidiary or of any predecessor or successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers, directors or employees, as such, of the Company or of any predecessor or
successor corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture, or in any of the Debt Securities or implied thereby; and that any and all such personal
liability, either at common law or in equity or by constitution or statute of, and any and all such
rights and claims against, every such incorporator, stockholder, officer, director or employee, as
such, because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Debt Securities
or implied thereby, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Indenture and the
issue of such Debt Securities.



ARTICLE 15.

MISCELLANEOUS PROVISIONS.




     SECTION 15.01. Provisions Binding on Successors of the Company. All of the covenants,
stipulations, promises and agreements in this Indenture contained by the Company shall bind its
successors and assigns whether so expressed or not.



     SECTION 15.02. Indenture for Sole Benefit of Parties and Holders of Debt Securities. Nothing in
this Indenture or in the Debt Securities, expressed or implied, shall give or be construed to give
to any Person, firm or corporation, other than the parties hereto, any agent of the Trustee or the
Company under this Indenture and the Holders of the Debt Securities, any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions



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being, subject to the
provisions of Articles Twelve and Fourteen, for the sole benefit of the parties hereto, any agent
of the Trustee or the Company under this Indenture and the Holders of the Debt Securities.




     SECTION 15.03. Addresses for Notices, etc. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by the Holders of Debt
Securities on the Company may be given or served by being deposited, registered or certified mail
postage prepaid, in a post office letter box in the United States addressed (until another address
is filed by the Company with the Trustee) to the Company, Johnson Controls, Inc., Mailbox X-40,
5757 North Green Bay Avenue, Post Office Box 591, Milwaukee, Wisconsin 53201-0591, Telecopier No.:
414-524-2443, Attention: Treasurer, with a copy to Johnson Controls, Inc., Mailbox X-32, 5757 North
Green Bay Avenue, Post Office Box 591, Milwaukee, Wisconsin 53201-0591, Telecopier No.:
414-524-2077, Attention: General Counsel. Any notice, direction, request or demand by any Holder of
a Debt Security or the Company to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee, addressed to the attention of its Corporate Trust Department. Any notice, report or other
instrument required by any of the provisions of this Indenture to be given by the Trustee to the
Holders of Debt Securities of any or all series shall be deemed to have been sufficiently given,
for all purposes, when mailed by first class mail.



     SECTION 15.04. New York Contract. This Indenture and the Debt Securities shall for all purposes be
construed in accordance with and governed by the laws of the State of New York.



     SECTION 15.05. Evidence of Compliance with Conditions Precedent. Upon any Company request to the Trustee
to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any (including any covenant, compliance with which constitutes a condition
precedent) provided for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such application or demand as to
which the furnishing of such document is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or opinion need be
furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (1)
a statement that the Person making such certificate or opinion has read such covenant or condition;
(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 such Person, 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 or not, in the opinion of such Person, such
condition or covenant has been complied with.



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     SECTION 15.06. Legal Holidays. In any case where the date of maturity of interest on or principal
of or premium, if any, on any series of Debt Securities or the date fixed for redemption of any
Debt Security or Debt Securities will be a legal holiday or a day on which banking institutions are
legally authorized or obligated to close in Delaware or any other location where a paying agent
appointed pursuant to Section 5.02 is located, then payment of such interest on or principal of and
premium, if any, on such Debt Securities need not be made by such paying agent on such date but may
be made by such paying agent on the next succeeding business day that is not a day in such location
that is either a legal holiday or a day on which banking institutions are legally authorized or
obligated to close, with the same force and effect as if made on such date of maturity or the date
fixed for redemption and no interest shall accrue for the period from and after such prior date.



     SECTION 15.07. Trust Indenture Act of 1939 to Control. If any provision hereof limits, qualifies
or conflicts with the duties imposed by any of Sections 310 through 317 of the Trust Indenture Act
of 1939, by the operation of Section 318(c) thereof, such imposed duties shall control, except as,
and to the extent, expressly excluded from this Indenture, as permitted by the Trust Indenture Act
of 1939. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.



     SECTION 15.08. Table of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.



     SECTION 15.09. Determination of Principal Amount. In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or whether sufficient funds
are available for redemption or for any other purpose, (i) the principal amount of an Original
Issue Discount Debt Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01, (ii) the
principal amount of any Debt Securities denominated in a Foreign Currency that shall be deemed to
be Outstanding for such purposes shall be determined by converting the Foreign Currency into
Dollars at the Market Exchange Rate as of the date of such determination and (iii) the principal
amount of any Indexed Debt Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal face amount of such Indexed Debt Security at original issuance,
unless otherwise provided in or pursuant to this Indenture.



     SECTION 15.10. Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original and such counterparts shall together constitute
but one and the same instrument. U.S. Bank National Association hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set forth.



     SECTION 15.11. Waiver of Jury Trial.



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EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF,
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT
MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




ARTICLE 16.

SUBORDINATION OF DEBT SECURITIES.




     SECTION 16.01. Debt Securities Subordinated to Senior Indebtedness. The Company covenants and
agrees, and each Holder of Debt Securities, by his acceptance thereof, likewise covenants and
agrees, that the indebtedness represented by the Debt Securities and the payment of any and all
amounts payable in respect of each and all of the Debt Securities is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in
full of Senior Indebtedness, whether outstanding on the date of this Indenture or thereafter
incurred, assumed or guaranteed.



     In the event (a) of any distribution of assets of the Company upon any dissolution, winding
up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency,
reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any
other marshalling of the assets and liabilities of the Company or otherwise, except a distribution
in connection with a merger or consolidation or a conveyance or transfer of all or substantially
all of the properties of the Company which complies with the requirements of Article Twelve, or (b)
that a default shall have occurred and be continuing with respect to the payment of any amount
payable in respect of any Senior Indebtedness, or (c) that the principal of the Debt Securities of
any Series shall have been declared due and payable pursuant to Section 7.01 and such declaration
shall not have been rescinded and annulled as provided in Section 7.01, then:



     (1) in a circumstance described in the foregoing clause (a) or (b) the holders of all Senior
Indebtedness, and in the circumstance described in the foregoing clause (c) the holders of all
Senior Indebtedness outstanding at the time the principal of such Debt Securities (or in the case
of Original Issue Discount Debt Securities, such portion of the principal amount) shall have been
so declared due and payable, shall first be entitled to receive payment of the full amount due
thereon, or provision shall be made for such payment in money or money’s worth, before the Holders
of any of the Debt Securities are entitled to receive any payment in respect of the indebtedness
evidenced by the Debt Securities;



     (2) any payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities (other than securities of the Company as reorganized or
readjusted or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent provided
in this Article with respect to the Debt Securities, to the payment of all Senior Indebtedness,
provided that the rights of the holders of the Senior Indebtedness are not altered by such
reorganization or readjustment), to which the Holders of any of the Debt Securities would be
entitled except for the provisions of this Article shall be paid or delivered by the person



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making
such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or
otherwise, directly to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving
effect to any concurrent payment or distribution (or provision therefor) to the holders of such
Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness
evidenced by the Debt Securities under this Indenture; and




     (3) in the event that, notwithstanding the foregoing, any payment by, or distribution of
assets of, the Company of any kind or character, whether in cash, property or securities (other
than securities of the Company as reorganized or readjusted or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in this Article with respect to the Debt Securities,
to the payment of all Senior Indebtedness, provided that the rights of the holders of Senior
Indebtedness are not altered by such reorganization or readjustment), shall be received by the
Holders of any of the Debt Securities before all Senior Indebtedness is paid in full, such payment
or distribution shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid,
for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior Indebtedness.



     SECTION 16.02. Subrogation. Subject to the payment in full of all Senior Indebtedness to which the
indebtedness evidenced by the Debt Securities is in the circumstances subordinated as provided in
Section 16.01, the Holders of the Debt Securities shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments or distributions of cash, property or securities of
the Company applicable to such Senior Indebtedness until all amounts owing on the Debt Securities
shall be paid in full, and, as between the Company, its creditors other than holders of such Senior
Indebtedness, and the Holders of the Debt Securities, no such payment or distribution made to the
holders of such Senior Indebtedness by virtue of this Article which otherwise would have been made
to the Holders of the Debt Securities shall be deemed to be a payment by the Company on account of
such Senior Indebtedness, it being understood that the provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders of the Debt
Securities, on the one hand, and the holders of Senior Indebtedness.



     SECTION 16.03. Obligation of the Company Unconditional. Nothing contained in this Article or
elsewhere in this Indenture or in the Debt Securities is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the
Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Debt Securities the principal of and interest on and any additional amounts owing in
respect of the Debt Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the Holders of the Debt
Securities and creditors of the Company other than the



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holders of Senior Indebtedness nor shall
anything herein or therein prevent the Trustee or the Holder of any Debt Security from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such remedy.




     Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee and the Holders of the Debt Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation
or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate
of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee
or agent or other person making any payment or distribution, delivered to the Trustee or to the
Holders of the Debt Securities, for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount paid or distributed thereon and all
other facts pertinent thereto or to this Article.



     SECTION 16.04. Payments on Debt Securities Permitted. Nothing contained in this Article or
elsewhere in this Indenture, or in any of the Debt Securities, shall affect the obligation of the
Company to make, or prevent the Company from making, payment of the principal of or interest on or
any additional amounts owing in respect of the Debt Securities in accordance with the provisions
hereof and thereof, except as otherwise provided in this Article.



     SECTION 16.05. Effectuation of Subordination by Trustee. Each Holder of Debt Securities, by his
acceptance thereof, authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this Article and appoints the
Trustee his attorney in fact for any and all such purposes.



     SECTION 16.06. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness; Knowledge of
Trustee. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or
to observe only such of its covenants and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to
any such holders if it shall pay over or deliver to the Holders or the Company or any other Person,
money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise. Notwithstanding the provisions of this Article or any other provisions of
this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt
Securities of any series, or the taking of any other action by the Trustee, unless and until a
Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee
written notice thereof from the Company, any Holder of Debt Securities, any paying or conversion
agent of the Company or the holder or representative of any class of Senior Indebtedness; and
before the receipt of any such written notice, the Trustee shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least three Business Days prior to the date upon which, by
the terms hereof, any money may become payable for any purpose



64









 




(including, without limitation, the
payment of the principal of or interest on, or additional amounts owing in respect of, any Debt
Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have
all power and authority to receive such money and to apply the same to the purpose for which such
money was received and shall not be affected by any notice to the contrary which may be received by
it during or after such three Business Day period.




     SECTION 16.07. Trustee May Hold Senior Indebtedness. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness at
the time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Section 313 of the TIA or elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.



     Nothing in this Article shall apply to the claims of, or payments to, the Trustee under or
pursuant to Sections 7.03 and 8.06.



     SECTION 16.08. Rights of Holders of Senior Indebtedness Not Impaired. No right of any present or
future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by
any noncompliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.



[Signature Page Follows]




65









 








     IN WITNESS WHEREOF, JOHNSON CONTROLS, INC. has caused this Indenture to be executed by its
Chief Financial Officer and its Treasurer, and U.S. BANK NATIONAL ASSOCIATION has caused this
Indenture to be executed by one of its Officers, as of the day and year first written above.



	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	/s/ R. Bruce McDonald
 	 
	 	By  R. Bruce McDonald  	 
	 	Title  Executive Vice President and Chief
Financial Officer 	 
	 	 	 
	 	                                                   /s/ Frank A. Voltolina
 	 
	 	By  Frank A. Voltolina  	 
	 	Title  Vice President and Corporate Treasurer 	 
	 
	 	U.S. BANK NATIONAL 

ASSOCIATION, as Trustee

 	 
	 	/s/ Patrick J. Crowley
 	 
	 	By  Patrick J. Crowley  	 
	 	Title  Vice President 	 
	 




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