exv4wc






Exhibit 4.C




 





EL PASO CORPORATION




and




HSBC BANK USA, NATIONAL ASSOCIATION,




as Trustee




 






INDENTURE




Dated as of       , 2009




 






Providing for Issuance of Subordinated Debt Securities in Series




 





 









 








TABLE SHOWING REFLECTION IN INDENTURE OF CERTAIN PROVISIONS

OF TRUST INDENTURE ACT OF 1939, AS AMENDED 




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	310
	 	(a) (1)	 	609
	 
	 	(a) (2)	 	609
	 
	 	(a) (3)	 	Not Applicable
	 
	 	(a) (4)	 	Not Applicable
	 
	 	(a) (5)	 	609
	 
	 	(b)	 	608, 610, 703(a)(2)
	 
	311
	 	(a)	 	613 (a)
	 
	 	(b)	 	613 (b)
	 
	312
	 	(a)	 	701, 702 (a)
	 
	 	(b)	 	702 (b)
	 
	 	(c)	 	702 (c)
	 
	313
	 	(a)	 	703 (a)
	 
	 	(b)	 	703 (b)
	 
	 	(c)	 	703 (a), 703 (b)
	 
	 	(d)	 	703 (c)
	 
	314
	 	(a) (1)	 	704
	 
	 	(a) (2)	 	704
	 
	 	(a) (3)	 	704
	 
	 	(a) (4)	 	1004
	 
	 	(b)	 	Not Applicable
	 
	 	(c) (1)	 	102
	 
	 	(c) (2)	 	102
	 
	 	(c) (3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	 
	315
	 	(a)	 	601 (a), 601 (c)
	 
	 	(b)	 	602, 703 (a) (7)
	 
	 	(c)	 	601 (b)
	 
	 	(d)	 	601
	 
	 	(d) (1)	 	601 (a)
	 
	 	(d) (2)	 	601 (c) (2)
	 
	 	(d) (3)	 	601 (c) (3)
	 
	 	(e)	 	514






 









 






	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	316
	 	(a)	 	101
	 
	 	(a) (1) (A)	 	502, 512
	 
	 	(a) (1) (B)	 	502, 513
	 
	 	(a) (2)	 	Not Applicable
	 
	 	(b)	 	508
	 
	 	(c)	 	104(d)
	 
	317
	 	(a) (1)	 	503
	 
	 	(a) (2)	 	504
	 
	 	(b)	 	1003
	 
	318
	 	(a)	 	107





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




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	Section 102. Compliance Certificates and Opinions
	 	 	7	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	8	 
	Section 104. Acts of Securityholders
	 	 	8	 
	Section 105. Notices, etc. to Trustee and Company
	 	 	9	 
	Section 106. Notices to Securityholders: Waiver
	 	 	10	 
	Section 107. Conflict with Trust Indenture Act
	 	 	10	 
	Section 108. Effect of Headings and Table of Contents
	 	 	10	 
	Section 109. Successors and Assigns
	 	 	10	 
	Section 110. Separability Clause
	 	 	10	 
	Section 111. Benefits of Indenture
	 	 	10	 
	Section 112. Governing Law
	 	 	11	 
	Section 113. Counterparts
	 	 	11	 
	Section 114. Judgment Currency
	 	 	11	 
	Section 115. Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability
	 	 	11	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	 	 
	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	12	 
	Section 202. Forms of Securities
	 	 	12	 
	Section 203. Form of Trustee’s Certificate of Authentication
	 	 	12	 
	Section 204. Securities Issuable in the Form of a Global Security
	 	 	13	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 301. General Title, General Limitations; Issuable in Series: Terms of Particular Series
	 	 	14	 
	Section 302. Denominations
	 	 	17	 
	Section 303. Execution, Authentication and Delivery and Dating
	 	 	17	 
	Section 304. Temporary Securities
	 	 	19	 
	Section 305. Registration, Transfer and Exchange
	 	 	19	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	20	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	21	 
	Section 308. Persons Deemed Owners
	 	 	22	 
	Section 309. Cancellation
	 	 	22	 
	Section 310. Computation of Interest
	 	 	23	 
	Section 311. Medium-Term Securities
	 	 	23	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	23	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 402. Application of Trust Money
	 	 	24	 
	Section 403. Defeasance Upon Deposit of Funds or Government Obligations
	 	 	25	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 501. Events of Default
	 	 	26	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	27	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	28	 
	Section 504. Trustee May File Proofs of Claim
	 	 	29	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	29	 
	Section 506. Application of Money Collected
	 	 	30	 
	Section 507. Limitation on Suits
	 	 	30	 
	Section 508. Unconditional Right of Securityholders To Receive Principal, Premium and Interest
	 	 	31	 
	Section 509. Restoration of Rights and Remedies
	 	 	31	 
	Section 510. Rights and Remedies Cumulative
	 	 	31	 
	Section 511. Delay or Omission Not Waiver
	 	 	31	 
	Section 512. Control by Securityholders
	 	 	31	 
	Section 513. Waiver of Past Defaults
	 	 	32	 
	Section 514. Undertaking for Costs
	 	 	32	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	32	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	33	 
	Section 602. Notice of Defaults
	 	 	34	 
	Section 603. Certain Rights of Trustee
	 	 	34	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	35	 
	Section 605. Trustee May Hold Securities
	 	 	35	 
	Section 606. Money Held in Trust
	 	 	35	 
	Section 607. Compensation and Reimbursement
	 	 	35	 
	Section 608. Disqualification; Conflicting Interests
	 	 	36	 
	Section 609. Corporate Trustee Required Eligibility
	 	 	36	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	37	 
	Section 611. Acceptance of Appointment by Successor
	 	 	38	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	39	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	39	 
	Section 614. Appointment of Authenticating Agent
	 	 	42	 
	 
	 	 	 	 
	ARTICLE SEVEN SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	 
	 	 	 	 
	Section 701. Company To Furnish Trustee Names and Addresses of Securityholders 
	 	 	44	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 702. Preservation of Information; Communications to Securityholders
	 	 	44	 
	Section 703. Reports by Trustee
	 	 	45	 
	Section 704. Reports by Company
	 	 	47	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	 	 
	 
	 	 	 	 
	Section 801. Company May Consolidate, etc., only on Certain Terms
	 	 	47	 
	Section 802. Successor Corporation Substituted
	 	 	48	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Securityholders
	 	 	48	 
	Section 902. Supplemental Indentures with Consent of Securityholders
	 	 	49	 
	Section 903. Execution of Supplemental Indentures
	 	 	50	 
	Section 904. Effect of Supplemental Indentures
	 	 	50	 
	Section 905. Conformity with Trust Indenture Act
	 	 	50	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	50	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest
	 	 	51	 
	Section 1002. Maintenance of Office or Agency
	 	 	51	 
	Section 1003. Money for Security Payments to be Held in Trust
	 	 	51	 
	Section 1004. Statement as to Compliance
	 	 	52	 
	Section 1005. Legal Existence
	 	 	53	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 1101. Applicability of Article
	 	 	53	 
	Section 1102. Election To Redeem; Notice to Trustee
	 	 	53	 
	Section 1103. Selection by Trustee of Securities To Be Redeemed
	 	 	53	 
	Section 1104. Notice of Redemption
	 	 	54	 
	Section 1105. Deposit of Redemption Price
	 	 	54	 
	Section 1106. Securities Payable on Redemption Date
	 	 	55	 
	Section 1107. Securities Redeemed in Part
	 	 	55	 
	Section 1108. Provisions with Respect to any Sinking Funds
	 	 	55	 
	 
	 	 	 	 
	ARTICLE TWELVE SUBORDINATION
	 	 	 	 
	 
	 	 	 	 
	Section 1201. Agreement To Subordinate
	 	 	56	 
	Section 1202. Liquidation, Dissolution, Bankruptcy
	 	 	56	 
	Section 1203. Default on Senior Indebtedness
	 	 	57	 
	Section 1204. Acceleration of Payment of Securities
	 	 	57	 
	Section 1205. When Distributions Must Be Paid Over
	 	 	58	 
	Section 1206. Subrogation
	 	 	58	 






-iii- 









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 1207. Relative Rights
	 	 	58	 
	Section 1208. Subordination May Not Be Impaired by Company
	 	 	58	 
	Section 1209. Rights of Trustee and Paying Agent
	 	 	58	 
	Section 1210. Distribution or Notice to Representative
	 	 	58	 
	Section 1211. Article Twelve Not To Prevent Events of Default or Limit Right To Accelerate
	 	 	58	 
	Section 1212. Trust Moneys Not Subordinated
	 	 	59	 
	Section 1213. Trustee Entitled to Rely
	 	 	59	 
	Section 1214. Trustee To Effectuate Subordination
	 	 	59	 
	Section 1215. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	59	 
	Section 1216. Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	59	 







-iv- 











 





     INDENTURE dated as of            , 2009, between EL PASO CORPORATION, a corporation duly
organized and existing under the laws of Delaware, (hereinafter called the “Company”) having its
principal office at 1001 Louisiana Street, Houston, Texas 77002, and HSBC BANK USA, NATIONAL
ASSOCIATION, a bank organized under the laws of the United States, as trustee (hereinafter called
the “Trustee”), having its principal corporate trust office at 452 Fifth Avenue, New York, New York
10018.



Recitals of the Company




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its Securities (as defined below) in one or more fully registered series.



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



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



Agreements of the Parties




     To set forth or to provide for the establishment of the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in consideration of the
premises and the purchase of Securities by the Holders (as defined below) thereof, it is mutually
covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, as the case may be:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 101. Definitions. For all purposes of this Indenture and of any indenture
supplemental hereto, except as otherwise expressly provided or unless the context otherwise
requires:




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




     (2) all other terms used herein which are defined in the Trust Indenture Act or by
Commission rule under the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;




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



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     (4) all references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this
instrument as originally executed. The words “herein”, “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and




     (5) “including” and words of similar import shall be deemed to be followed by “without
limitation”.



     Certain terms used principally in Article Six are defined in that Article.



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



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



     “Authenticating Agent” means any Person authorized by the Trustee to authenticate Securities
under Section 614.



     “Blockage Notice” has the meaning specified in Section 1203.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board or any committee of officers of the Company acting pursuant to authority
granted by the board of directors of the Company or any committee of such board.



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



     “Business Day” means, with respect to any series of Securities, each day which is neither a
Saturday, Sunday or other day on which banking institutions in the pertinent Place or Places of
Payment are authorized or required by law or executive order to be closed.



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



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



     “Company Request”, “Company Order” and “Company Consent” mean a written request, order or
consent, respectively, signed in the name of the Company by its Chairman of the Board,



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its Chief Executive Officer, its President, any of its Vice Presidents, or any other
authorized officer of the Company or a person duly authorized by one of them, and delivered to the
Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date hereof is
located at 452 Fifth Avenue, New York, New York 10018.



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



     “Depositary” means, unless otherwise specified by the Company pursuant to either Section 204
or 301, 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 under the Securities Exchange Act of 1934 or other applicable statute or regulation.



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



     “Global Security”, when used with respect to any series of Securities issued hereunder, means
a Security which is executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and
an indenture supplemental hereto, if any, or Board Resolution and pursuant to a Company Request,
which shall be registered in the name of the Depositary or its nominee and which shall represent,
and shall be denominated in an amount equal to the aggregate principal amount of, all of the
Outstanding Securities of such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest.



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



     “Indebtedness” of any corporation means all indebtedness representing money borrowed which is
created, assumed, incurred or guaranteed in any manner by such corporation or for which such
corporation is otherwise responsible or liable (whether by agreement to purchase indebtedness of,
or to supply funds to or invest in, others).



     “Indenture” or “this Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 301.



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



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



     “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security becomes due and payable as therein or herein provided, whether on a



-3-









 







Repayment Date, at the Stated Maturity thereof or by declaration of acceleration, call for
redemption or otherwise.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, or any other authorized officer of the
Company or a person duly authorized by any of them, and delivered to the Trustee. Whenever this
Indenture requires that an Officers’ Certificate be signed also by an engineer or an accountant or
other expert, such engineer, accountant or other expert (except as otherwise expressly provided in
this Indenture) may be in the employ of the Company, and shall be acceptable to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or of counsel to the Company. Such counsel
shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld.



     “Original Issue Discount Security” means (i) any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof, and (ii) any other Security deemed an Original Issue Discount Security for United
States Federal income tax purposes.



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




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




     (ii) such Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent in trust
for the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee has been made; and




     (iii) such Securities in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, or which shall have
been paid pursuant to the terms of Section 306 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented that such
Security is held by a Person in whose hands, under applicable law, such Security is
a legal, valid and binding obligation of the Company).


In determining whether the Holders of the requisite principal amount of such Securities Outstanding
have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i)
the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of the date of the
taking of such action upon a declaration of acceleration of the Maturity thereof and (ii)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding. In
determining whether the Trustee shall be protected in relying upon any such




-4-









 







request, demand, authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer assigned to the Corporate Trust Department of the Trustee knows to be owned by
the Company or any other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right to act as owner with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or such other obligor.




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



     “Payment Blockage Period” has the meaning specified in Section 1203.



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



     “Place of Payment” means with respect to any series of Securities issued hereunder, the city
or political subdivision so designated in accordance with the provisions of Section 301.



     “Predecessor Securities” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 306 in lieu of
a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.



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



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



     “Regular Record Date” for the interest payable on any Security on any Interest Payment Date
means the date specified in such Security as the Regular Record Date.



     “Repayment Date”, when used with respect to any Security to be repaid, means the date fixed
for such repayment pursuant to such Security.



     “Repayment Price”, when used with respect to any Security to be repaid, means the price at
which it is to be repaid pursuant to such Security.



     “Representative” means any trustee, agent or representative (if any) for an issue of Senior
Indebtedness.



     “Required Currency”, when used with respect to any Security, has the meaning set forth in
Section 114.



-5-









 





     “Responsible Officer”, when used with respect to the Trustee, means the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee
of the board of directors, the president, any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior
trust officer or trust officer, the controller and any assistant controller or any other officer of
the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.



     “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or
any other evidences of indebtedness, of any series authenticated and delivered from time to time
under this Indenture.



     “Security Register” shall have the meaning specified in Section 305.



     “Security Registrar” means the Person who keeps the Security Register specified in Section
305.



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



     “Senior Indebtedness” means the principal of, premium, if any, and interest on, (i) all the
Company’s other indebtedness for money borrowed, other than the Securities, whether outstanding on
the date of execution of this Indenture or thereafter created, assumed or incurred, except such
indebtedness as is by its terms expressly stated to be not superior in right of payment to the
Securities or to rank pari passu with the Securities and (ii) any deferrals, renewals or extensions
of any such Senior Indebtedness; provided, however, that Senior Indebtedness shall not include (1)
any obligation of the Company to any Subsidiary, (2) any liability for Federal, state, local or
other taxes owed or owing by the Company, (3) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities), (4) any indebtedness, guarantee or obligation of the Company which is
expressly subordinate or junior in right of payment in any respect to any other indebtedness,
guarantee or obligation of the Company, including any senior subordinated Indebtedness and any
other subordinated obligations, (5) any obligations with respect to any capital stock, or (6) any
Indebtedness incurred in violation of this Indenture. The term “indebtedness for money borrowed” as
used herein shall include, without limitation, any obligation of, or any obligation guaranteed by,
the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, and any deferred obligation for the payment of the purchase
price of property or assets.



     “Special Record Date” for the payment of any Defaulted Interest (as defined in Section 307)
means a date fixed by the Trustee pursuant to Section 307.



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



-6-









 





     “Subsidiary” means a corporation the majority of the outstanding Voting Stock of which is
owned, directly or indirectly, by the Company or one or more Subsidiaries.



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



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



     “Vice President” when used with respect to the Company or the Trustee means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president”, including, without limitation, an assistant vice president.



     “Voting Stock”, as applied to the stock of any corporation, means stock of any class or
classes (however designated) having by the terms thereof ordinary voting power to elect a majority
of the members of the board of directors (or other governing body) of such corporation other than
stock having such power only by reason of the happening of a contingency.



     Section 102. Compliance Certificates and Opinions. Upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any
(including any covenants 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, if any (including any
covenants compliance with which constitutes a condition precedent), have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



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




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




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




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



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



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



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



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



     Section 104. Acts of Securityholders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Securityholders or Securityholders of any series
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Securityholders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. If any Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the requisite principal amount
of Securities have taken any action as herein described, the principal amount of such Securities
shall be deemed to be that amount of United States dollars that could be obtained for such
principal amount on the basis of the spot rate of exchange into United States dollars for the
currency in which such securities are denominated (as evidenced to the Trustee by an Officers’
Certificate) as of the date the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.




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          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness to such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or a member of a partnership, on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.




          (c) The ownership, principal amount and serial numbers of Securities held by any Person, and
the date of commencement of such Person’s holding the same, shall be proved by the Security
Register.




          (d) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other action, but the Company
shall have no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given before or after the
record date, but only the Holders of record at the close of business on the record date shall be
deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of
Securities outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that purpose the
Securities outstanding shall be computed as of the record date; provided that no such
authorization, agreement or consent by the Holders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after the record date, and that no such authorization, agreement or consent may be amended,
withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment,
withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or
consents or unless and to the extent required by applicable law.




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




     Section 105. Notices, etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Securityholders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,




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



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     (2) the Company by the Trustee or by any Security holder shall be sufficient for every
purpose hereunder (except as provided in Section 501(4) or, in the case of a request for
repayment, as specified in the Security carrying the right to repayment) if in writing and
mailed, first-class postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument, Attention: Treasurer,
or at any other address previously furnished in writing to the Trustee by the Company.



     Section 106. Notices to Securityholders: Waiver. Where this Indenture or any Security
provides for notice to Securityholders of any event, such notice shall be sufficiently given
(unless otherwise herein or in such Security expressly provided) if in writing and mailed,
first-class postage prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Securityholders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders. Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder
when such notice is required to be given pursuant to any provision of this Indenture, then any
method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to
be a sufficient giving of such notice.



     Section 107. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control.



     Section 108. Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     Section 109. Successors and Assigns. All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.



     Section 110. Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 111. Benefits of Indenture. Nothing in this Indenture or in any Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of



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Securities (or such of them as may be affected thereby), any benefit or any legal or equitable
right, remedy or claim under this Indenture.



     Section 112. Governing Law. This Indenture shall be construed in accordance with and
governed by the laws of the State of New York.



     Section 113. Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     Section 114. Judgment Currency. The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or premium or
interest, if any, on the Securities of any series from the currency in which such sum is stated to
be payable (the “Required Currency”) into the currency in which such judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in the City of New York the Required Currency
with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable
judgment is obtained and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action
for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in the City of New York or a day on which banking institutions in the city of New
York are authorized or required by law or executive order to close.



     Section 115. Incorporators, Stockholders, Officers and Directors of the Company Exempt
from Individual Liability. No recourse under or upon any obligation, covenant or agreement of
or contained in this Indenture or of or contained in any Security, or for any claim based thereon
or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the company or any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released as a condition of, and as a part of the
consideration for, the execution of this Indenture and the issue of the Securities.



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ARTICLE TWO




SECURITY FORMS




     Section 201. Forms Generally. The Securities shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon, as may be required to comply with applicable laws or regulations or with the rules
of any securities exchange, or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities. Any portion of the
text of any Security may be set forth on the reverse or on additional pages thereof, with an
appropriate reference thereto on the face of the Security.



     The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their execution of such
Securities, subject, with respect to the Securities of any series, to the rules of any securities
exchange on which such Securities are listed.



     Section 202. Forms of Securities. Each Security shall be in one of the forms approved
from time to time by or pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for authentication in any
form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the
Board Resolution by or pursuant to which such form of Security has been approved, which Board
Resolution shall have attached thereto a true and correct copy of the form of Security which has
been approved thereby or, if a Board Resolution authorizes a specific officer or officers to
approve a form of Security, a certificate of such officer or officers approving the form of
Security attached thereto. Any form of Security approved by or pursuant to a Board Resolution must
be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s
authentication of Securities in that form or a certificate signed by a Responsible Officer of the
Trustee and delivered to the Company.



     Section 203. Form of Trustee’s Certificate of Authentication. The form of Trustee’s
Certificate of Authentication for any Security issued pursuant to this Indenture shall be
substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 
	 	 	                                        as Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






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     Section 204. Securities Issuable in the Form of a Global Security.



          (a) If the Company shall establish pursuant to Sections 202 and 301 that the Securities of a
particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with
Section 303 and the Company Order delivered to the Trustee or its agent pursuant to such Section
303, authenticate and deliver, such Global Security or Global Securities, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, the
Outstanding Securities of such series to be represented by such Global Security or Global
Securities, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be
registered in the name of the Depositary for such Global Security or Global Securities or its
nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the
Depositary’s instruction and (iv) shall bear a legend substantially to the following effect:
“Unless this certificate is presented by an authorized representative of the Depositary 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 Depositary or in such other name as is requested by
an authorized representative of the Depositary (and any payment is made to the nominee of the
Depositary or to such other entity as is requested by an authorized representative of the
Depositary), 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 Depositary, has an interest
herein.”




          (b) Notwithstanding any other provision of this Section 204 or of Section 305, and subject to
the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such
Global Security to be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part and in the manner provided in Section 305, only to a
nominee of the Depositary for such Global Security, or to the Depositary, or a successor Depositary
for such Global Security selected or approved by the Company, or to a nominee of such successor
Depositary.




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





     (ii) The Company may at any time and in its sole discretion determine that the
Securities of any series or portion thereof issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global



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Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Request for the authentication and delivery of
individual Securities of such series in exchange in whole or in part for such Global
Security, will authenticate and deliver individual 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 Security or Securities representing such series or
portion thereof in exchange for such Global Security or Securities.




     (iii) If specified by the Company pursuant to Sections 202 and 301 with respect
to Securities issued or issuable in the form of a Global Security, the Depositary
for such Global Security may surrender such Global Security in exchange in whole or
in part for individual Securities of such series of like tenor and terms in
definitive form on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute, and the Trustee or its agent shall authenticate
and deliver, without service charge, (1) to each Person specified by such Depositary
a new Security or 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 Person’s beneficial interest as specified by such
Depositary in the Global Security: and (2) to such Depositary a new Global 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 Security and the
aggregate principal amount of Securities delivered to Holders thereof.




     (iv) 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
individual Securities in definitive registered form in authorized denominations.
Upon the exchange of the entire principal amount of a Global Security for individual
Securities, such Global Security shall be cancelled by the Trustee or its agent.
Except as provided in the preceding paragraph, Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or the Security Registrar. The Trustee or the Security
Registrar shall deliver at its Corporate Trust Office such Securities to the Persons
in whose names such Securities are so registered.



ARTICLE THREE




THE SECURITIES




     Section 301. General Title, General Limitations; Issuable in Series: Terms of Particular
Series. The aggregate principal amount of Securities which may be authenticated and delivered
and outstanding under this Indenture is not limited.



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     The Securities may be issued in one or more series up to an aggregate principal amount of
Securities as from time to time may be authorized by the Board of Directors. All Securities of each
series 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 of the authentication and delivery or Stated Maturity of the Securities of such series.



     Each series of Securities shall be created either by or pursuant to a Board Resolution or by
an indenture supplemental hereto. The Securities of each such series may bear such date or dates,
be payable at such place or places, have such Maturity or Maturities, be issuable at such premium
over or discount from their face value, bear interest at such rate or rates, from such date or
dates, payable in such installments and on such dates and at such place or places to the Holders of
Securities registered as such on such Regular Record Dates, or to such other Persons, or may bear
no interest, and may be redeemable or repayable at such Redemption Price or Redemption Prices or
Repayment Price or Repayment Prices, as the case may be, whether at the option of the Holder or the
Company, and upon such terms, all as shall be provided for in or pursuant to the Board Resolution,
or in the supplemental indenture creating that series. There may also be established in or pursuant
to a Board Resolution or in a supplemental indenture prior to the issuance of Securities of each
such series, provision for:




     (1) the exchange or conversion of the Securities of that series, at the option of the
Holders thereof or the Company, for or into new Securities of a different series or other
securities including shares of capital stock of the Company or any subsidiary of the Company
and securities directly or indirectly convertible into or exchangeable for any such shares;




     (2) a sinking or purchase fund or other analogous obligation;




     (3) if other than U.S. dollars, the currency or currencies or units based on or related
to currencies in which the Securities of such series shall be denominated and in which
payments of principal of, and any premium and interest on, such Securities shall or may be
payable;




     (4) if the principal of (and premium, if any) or interest, if any, on the Securities of
such series are to be payable, at the election of the Company or a Holder thereof, in a
currency or currencies or units based on or related to currencies other than that in which
the Securities are stated to be payable, the period or periods within which, and the terms
and conditions upon which, such election may be made;




     (5) if the amount of payments of principal of (and premium, if any) or interest, if
any, on the Securities of such series may be determined with reference to an index based on
a currency or currencies or units based on or related to currencies other than that in which
the Securities are stated to be payable, the manner in which such amounts shall be
determined;




     (6) a limitation on the aggregate principal amount of the Securities of that series;



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     (7) the exchange of Securities of that series, at the option of the Holders thereof,
for other Securities of the same series of the same aggregate principal amount of a
different authorized kind or different authorized denomination or denominations, or both;




     (8) the appointment by the Trustee of an Authenticating Agent in one or more places
other than the location of the office of the Trustee with power to act on behalf of the
Trustee and subject to its direction in the authentication and delivery of the Securities of
any one or more series in connection with such transactions as shall be specified in the
provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental
indenture creating such series;




     (9) the portion of the principal amount of Securities of the series, if other than the
total principal amount thereof, which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section
504;




     (10) any Event of Default with respect to the Securities of such series, if not set
forth herein, and any additions, deletions or other changes to the Events of Default set
forth herein that shall be applicable to the Securities of such series;




     (11) any covenant solely for the benefit of the Securities of such series and any
additions, deletions or other changes to the provisions of Article Ten or any definitions
relating to such Article that shall be applicable to the Securities of such series
(including a provision making any Section of such Article inapplicable to the Securities of
such series);




     (12) if Section 403 of this Indenture shall not be applicable to the Securities of such
series and if Section 403 shall be applicable to any covenant or Event of Default
established in or pursuant to a Board Resolution or in a supplemental indenture as described
above that has not already been established herein;




     (13) if the Securities of such series shall be issued in whole or in part in the form
of a Global Security or Global Securities, the terms and conditions, if any, upon which such
Global Security or Global Securities may be exchanged in whole or in part for other
individual Securities; and the Depositary for such Global Security or Global Securities (if
other than the Depositary specified in Section 101 hereof); and




     (14) any other terms of the Securities of such series,


all upon such terms as may be determined in or pursuant to a Board Resolution or in a supplemental
indenture with respect to such series. All Securities of the same series shall be substantially
identical in tenor and effect except as to denomination and except if issued pursuant to Section
311.




     The form of the Securities of each series shall be established pursuant to the provisions of
this Indenture in or pursuant to the Board Resolution or in the supplemental indenture creating
such series. The Securities of each series shall be distinguished from the Securities of each other



-16-









 







series in such manner, reasonably satisfactory to the Trustee, as the Board of Directors may
determine.



     Unless otherwise provided with respect to Securities of a particular series, the Securities of
any series may only be issued in registered form, without coupons.



     Any terms or provisions in respect of the Securities of any series issued under this Indenture
may be determined pursuant to this Section by providing for the method by which such terms or
provisions shall be determined.



     Section 302. Denominations. The Securities of each series shall be issuable in such
denominations and currency as shall be provided in the provisions of this Indenture or in or
pursuant to the Board Resolution or the supplemental indenture creating such series. In the absence
of any such provisions with respect to the Securities of any series, the Securities of that series
shall be issuable only in fully registered form in denominations of $1,000 and any integral
multiple thereof.



     Section 303. Execution, Authentication and Delivery and Dating. The Securities shall
be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its
Chief Financial Officer, its President, one of its Vice Presidents, its Treasurer or its Controller
and it need not be attested. The signature of any of these officers on the Securities may be manual
or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for authentication; and the
Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture is
provided and not otherwise.



     Prior to any such authentication and delivery, the Trustee shall be entitled to receive, in
addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the
Trustee pursuant to Section 102, and the Board Resolution and any certificate relating to the
issuance of the series of Securities required to be furnished pursuant to Section 202, an Opinion
of Counsel stating that:




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




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




     (3) all laws and governmental requirements with respect to the execution and delivery
by the Company of such Securities have been complied with, the Company has



-17-









 







the corporate power to issue such Securities and such Securities have been duly
authorized and delivered by the Company and, assuming due authentication and delivery by the
Trustee, constitute legal, valid and binding obligations of the Company enforceable in
accordance with their terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles
affecting creditors’ rights generally from time to time in effect and to general equitable
principles, whether applied in an action at law or in equity) and entitled to the benefits
of this Indenture, equally and ratably with all other Securities, if any, of such series
outstanding;




     (4) the Indenture is qualified under the Trust Indenture Act; and




     (5) such other matters as the Trustee may reasonably request;


and, if the authentication and delivery relates to a new series of Securities created by an
indenture supplemental hereto, also stating that all laws and requirements with respect to the form
and execution by the Company of the supplemental indenture with respect to that series of
Securities have been complied with, 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 duly executed and delivered and constitutes the legal, valid and
binding obligation of the Company, enforceable in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other
laws and legal principles affecting creditors’ rights generally from time to time in effect and to
general equitable principles, whether applied in an action at law or in equity) and, if the
authentication and delivery relates to Securities of a series issued pursuant to Section 311,
paragraphs (2) and (3) of the foregoing opinion shall read as follows:





     “(2) the form of such Securities and the procedures for determining the terms
of such Securities as set forth in the procedures relating thereto referred to in
Section 311 have been established in conformity with the provisions of this
Indenture: and




     (3) all laws and governmental requirements with respect to the execution and
delivery by the Company of such Securities have been complied with, the Company has
the corporate power to issue such Securities and such Securities have been duly
authorized by the Company and, when duly executed by the Company and completed and
authenticated in accordance with the Indenture and issued, delivered and paid for,
will have been duly issued under the Indenture and will constitute the legal, valid
and binding obligations of the Company, enforceable in accordance with their terms
(subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors’
rights generally from time to time in effect and to general equitable principles,
whether applied in an action at law or in equity) and entitled to the benefits of
this Indenture, equally and ratably with all other Securities, if any, of such
series outstanding.”



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     The Trustee shall not be required to authenticate such Securities if the issue thereof will
adversely affect the Trustee’s own rights, duties or immunities under the Securities and this
Indenture.



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



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



     Section 304. Temporary Securities. Pending the preparation of definitive Securities
of any series, the Company may execute, and, upon receipt of the documents required by Section 303,
together with a Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



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



     Section 305. Registration, Transfer and Exchange. The Company shall keep or cause to
be kept a register or registers (herein sometimes referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities, or of Securities of a particular series, and for registration of
transfers of Securities or of Securities of such series. Any such register shall be in written form
or in any other form capable of being converted into written form within a reasonable time. At all
reasonable times the information contained in such register or registers shall be available for
inspection by the Trustee at the office or agency to be maintained by the Company as provided in
Section 1002. There shall be only one Security Register per series of Securities.



     Subject to Section 204, upon surrender for transfer of any Security of any series at the
office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one



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or more new Securities of such series of any authorized denominations, of a like aggregate
principal amount and Maturity and of like tenor and terms.



     Subject to Section 204, at the option of the Holder, Securities of any series may be exchanged
for other Securities of such series of any authorized denominations, of a like aggregate principal
amount and Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Securityholder making the exchange is entitled to receive.



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



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



     Unless otherwise provided in the Security to be transferred or exchanged, no service charge
shall be made on any Securityholder for any transfer or exchange of Securities, but the Company may
(unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer or exchange of
Securities, other than exchanges pursuant to Section 304 or 906 not involving any transfer.



     The Company shall not be required (i) to issue, transfer or exchange any Security of any
series during a period beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of Securities of such series selected for redemption under Section 1103
and ending at the close of business on the date of such mailing, or (ii) to transfer or exchange
any Security so selected for redemption in whole or in part.



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



     The Company initially appoints the Trustee to act as Security Registrar for the Securities on
its behalf. The Company may at any time and from time to time authorize any Person to act as
Security Registrar in place of the Trustee with respect to any series of Securities issued under
this Indenture.



     Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated
Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its request the



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Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of like tenor, series, Maturity and principal
amount, bearing a number not contemporaneously Outstanding.



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



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



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



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



     Section 307. Payment of Interest; Interest Rights Preserved. Unless otherwise
provided with respect to such Security pursuant to Section 301, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.



     Unless otherwise provided with respect to the Securities of any series, payment of interest
may be made at the option of the Company by check mailed or delivered to the address of the Person
entitled thereto as such address shall appear in the Security Register or by transfer to an account
maintained by the payee with a bank located inside the United States



     Any interest on any 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 his having been
such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or Clause (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names any such Securities (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each such Security and
the date of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make



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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 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed, first class
postage prepaid, to the Holder of each such Security at the address of such Holder as it
appears in the 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
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Securities (or their respective Predecessor Securities) are
registered 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 such Securities
may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.



     If any installment of interest the Stated Maturity of which is on or prior to the Redemption
Date for any Security called for redemption pursuant to Article Eleven is not paid or duly provided
for on or prior to the Redemption Date in accordance with the foregoing provisions of this Section,
such interest shall be payable as part of the Redemption Price of such Securities.



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



     Section 308. Persons Deemed Owners. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name any Security is registered in the
Security Register as the owner of such Security for the purpose of receiving payment of principal
of (and premium, if any), and (subject to Section 307) interest on, such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.



     Section 309. Cancellation. All Securities surrendered for payment, redemption,
transfer, or exchange or credit against a sinking fund shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered, hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled



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by the Trustee. No Security shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
The Trustee shall dispose of all cancelled Securities in accordance with its standard procedures
and deliver a certificate of such disposition to the Company.



     Section 310. Computation of Interest. Unless otherwise provided as contemplated in
Section 301, interest on the Securities shall be calculated on the basis of a 360-day year of
twelve 30-day months.



     Section 311. Medium-Term Securities. Notwithstanding any contrary provision herein,
if all Securities of a series are not to be originally issued at one time, it shall not be
necessary for the Company to deliver to the Trustee an Officers’ Certificate, Board Resolution,
supplemental indenture, Opinion of Counsel or Company Order otherwise required pursuant to Sections
102, 202, 301 and 303 at or prior to the time of authentication of each Security of such series if
such documents are delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first Security of such series to be issued; provided that any subsequent
request by the Company to the Trustee to authenticate Securities of such series upon original
issuance shall constitute a representation and warranty by the Company that as of the date of such
request, the statements made in the Officers’ Certificate or other certificates delivered pursuant
to Sections 102, 202 and 303 shall be true and correct as if made on such date.



     A Company Order, Officers’ Certificate or Board Resolution or supplemental indenture delivered
by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide
that Securities which are the subject thereof will be authenticated and delivered by the Trustee or
its agent on original issue from time to time in the aggregate principal amount established for
such series pursuant to such procedures acceptable to the Trustee as may be specified from time to
time by Company Order upon the telephonic, electronic or written order of Persons designated in
such Company Order, Officers’ Certificate, supplemental indenture or Board Resolution (any such
telephonic or electronic instructions to be promptly confirmed in writing by such Persons) and that
such Persons are authorized to determine, consistent with such Company Order, Officers’
Certificate, supplemental indenture or Board Resolution, such terms and conditions of said
Securities as are specified in such Company Order, Officers’ Certificate, supplemental indenture or
Board Resolution.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




     Section 401. Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to any series of Securities (except as to any surviving rights of
conversion or transfer or exchange of Securities of such series expressly provided for herein or in
the form of Security for such series), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when:



          (1) either




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     (A) all Securities of that series theretofore authenticated and delivered
(other than (i) Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306, and (ii) Securities
of such series for whose payment money in the Required Currency has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in paragraphs four
and five of section 1003) have been delivered to the Trustee cancelled or for
cancellation; or




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




     (i) have become due and payable, or




     (ii) will become due and payable at their 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,




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount in the Required Currency
sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee cancelled or for cancellation, with respect to principal (and
premium, if any) and interest to the date of such deposit (in the case of Securities which
have become due and payable), or to the Stated Maturity or Redemption Date, as the case may
be;




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




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the Securities of such series
have been complied with. Notwithstanding the satisfaction and discharge of this Indenture
with respect to any series of Securities, the obligations of the Company to the Trustee with
respect to that series under Section 607 shall survive and the obligations of the Trustee
under Sections 402 and 1003 shall survive.



     Section 402. Application of Trust Money. All money deposited with the Trustee
pursuant to Section 401 or Section 403 shall be held in trust and applied by it, in accordance with
the provisions of the series of Securities in respect of which it was deposited 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 has been deposited with the
Trustee; but such money need not be segregated from other funds except to the extent required by
law.



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     Section 403. Defeasance Upon Deposit of Funds or Government Obligations. Unless
pursuant to Section 301 provision is made that this Section shall not be applicable to the
Securities of any series, at the Company’s option, either (a) the Company shall be deemed to have
been Discharged (as defined below) from its obligations with respect to any series of securities
after the applicable conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set forth in Article
Eight (and any other Sections applicable to such Securities that are determined pursuant to Section
301 to be subject to this provision), and clause 4 of Section 501 of this Indenture (and any other
Events of Default applicable to such Securities that are determined pursuant to Section 301 to be
subject to this provision) shall be deemed not to be an Event of Default, with respect to any
series of Securities at any time after the applicable conditions set forth below have been
satisfied:




     (1) the Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series (i) money in an amount, or
(ii) the equivalent in non-callable securities, or securities callable at the option of the
holder thereof, of the government which issued the currency in which the Securities are
denominated or government agencies backed by the full faith and credit of such government
which through the payment of interest and principal in respect thereof in accordance with
their terms; without reinvestment thereof, will provide, not later than one day before the
due date of any payment, money in an amount, or (iii) a combination of (i) and (ii),
sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge each installment of principal (including mandatory sinking
fund payments) and any premium of, interest on and any repurchase obligations with respect
to the Outstanding Securities of such series on the dates such installments of interest or
principal or repurchase obligations are due;




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




     (3) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company’s exercise of its option under this
Section 403 and will be subject to Federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such option had not been
exercised, and, in the case of Securities being Discharged, accompanied by a ruling to that
effect from the Internal Revenue Service.



     “Discharged” means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Securities of such series (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities to receive, from the trust fund described in
clause (1) above, payment of the principal and any premium of and any interest on such



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Securities when such payments are due; (B) the Company’s obligations with respect to such
Securities under Sections 305, 306, 402, 1002 and 1003; and (C) the rights (including, but not
limited to, rights under Section 607), powers, trusts, duties and immunities of the Trustee
hereunder.



ARTICLE FIVE




REMEDIES




     Section 501. Events of Default. “Event of Default”, wherever used herein, means with
respect to any series of Securities 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 or pursuant to the supplemental indenture or
Board Resolution creating such series of Securities or in the form of Security for such series:




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




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




     (3) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture in respect of the Securities of such series (other than a covenant or
warranty in respect of the Securities of such series a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with), all of such
covenants and warranties in the Indenture which are not expressly stated to be for the
benefit of a particular series of Securities being deemed to be in respect of the Securities
of all series for this purpose, and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount
of the outstanding Securities of such series, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or




     (4) the entry of an order for relief against the Company under the Federal Bankruptcy
Act by a court having jurisdiction in the premises or a decree or order by a court having
jurisdiction in the premises adjudging the Company a bankrupt or insolvent under any other
applicable Federal or State law, or the entry of a decree or order approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under the Federal Bankruptcy Code or any other applicable Federal or
State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the



-26-









 







continuance of any such decree or order unstayed and in effect for a period of 90
consecutive days; or




     (5) the consent by the Company to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal
or State law, or the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of
the Company or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or




     (6) any other Event of Default provided in the supplemental indenture or Board
Resolution under which such series of Securities is issued or in the form of Security for
such series.



     Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default described in paragraph (1), (2), (3) or (6) of Section 501 occurs and is continuing with
respect to any series, then and in each and every such case, unless the principal of all the
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 Securities of such series then
outstanding hereunder (each such series acting as a separate class), by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the
Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of such series and
all accrued interest 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
Securities of such series contained to the contrary notwithstanding. If an Event of Default
described in paragraph (4) of Section 501 occurs and is continuing, then the principal of all the
Securities shall automatically become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.



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



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




     (A) all overdue installments of interest on the Securities of such series,




     (B) the principal of (and premium, if any, on) any Securities of such series
which have become due otherwise than by reason of such declaration of acceleration,
and interest thereon at the rate or rates prescribed therefor by the



-27-









 







terms of the Securities of such series, to the extent that payment of such
interest is lawful,




     (C) interest upon overdue installments of interest at the rate or rates
prescribed therefor by the terms of the Securities of such series to the extent that
payment of such interest is lawful, and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due the Trustee under Section 607; and



     (2) all Events of Default with respect to such series of Securities, other than the nonpayment
of the principal of the Securities of such series which have become due solely by reason of such
declaration of acceleration, have been cured or waived as provided in Section 513.


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




     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if,




     (1) default is made in the payment of any installment of interest on any Security of
any series when such interest becomes due and payable, or




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




     (3) default is made in the payment of any sinking or purchase fund or analogous
obligation when the same becomes due by the terms of the Securities of any series,


and any such default continues for any period of grace provided with respect to the Securities of
such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder
of any such Security (or the Holders of any such series in the case of Clause (3) above), the whole
amount then due and payable on any such Security (or on the Securities of any such series in the
case of Clause (3) above) for principal (and premium, if any) and interest, with interest, to the
extent that payment of such interest shall be legally enforceable, upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at such rate or rates as may be
prescribed therefor by the terms of any such Security (or of Securities of any such series in the
case of Clause (3) above); and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other amounts due the
Trustee under Section 607.




     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree,



-28-









 







and may enforce the same against the Company or any other obligor upon the Securities of such
series and collect the money adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated.



     If an Event of Default with respect to any series of 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 Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



     Section 504. Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,




     (i) to file and prove a claim for the whole amount of principal (and premium,
if any) and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary and advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and all
other amounts due the Trustee under Section 607) and of the Securityholders allowed
in such judicial proceeding, and




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


and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Securityholder to make such payment to the
Trustee and in the event that the Trustee shall consent to the making of such payments directly to
the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.




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



     Section 505. Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities of any series may be prosecuted and
enforced by the Trustee without the possession of any of the Securities of such series or the



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production thereof in any proceeding relating thereto, and any such proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel and any other amounts due the
Trustee under Section 607, be for the ratable benefit of the Holders of the Securities of the
series in respect of which such judgment has been recovered.



     Section 506. Application of Money Collected. Any money collected by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, upon presentation of the Securities of such series
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:



     FIRST: To the payment of all amounts due the Trustee under Section 607.



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



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




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




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




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




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




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


it being understood and intended that no one or more Holders of Securities of such series shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such
series, or to obtain or to seek to obtain priority or preference over any other Holders of
Securities


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of such series or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and proportionate benefit of all the Holders of all Securities of such series.




     Section 508. Unconditional Right of Securityholders To Receive Principal, Premium and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 307) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of such Holder.



     Section 509. Restoration of Rights and Remedies. If the Trustee or any Securityholder
has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, then and in every such case the
Company, the Trustee and the Securityholders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though
no such proceeding had been instituted.



     Section 510. Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.



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



     Section 512. Control by Securityholders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such series, provided
that




     (1) the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may not lawfully
be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a
Responsible Officer, determine that the proceedings so directed would involve it in personal
liability or be unjustly prejudicial to the Holders not taking part in such direction, and



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



     Section 513. Waiver of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to such series and its
consequences, except a default not theretofore cured




     (1) 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 or purchase fund or analogous obligation
with respect to the Securities of such series, or




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



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



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



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



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ARTICLE SIX




THE TRUSTEE




     Section 601. Certain Duties and Responsibilities.



          (a) Except during the continuance of an Event of Default with respect to any series of
Securities,





     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of such series, 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, with respect to
Securities of such series, 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.



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




          (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 shall not be construed to limit the effect of Subsection (a) of
this Section;




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




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




     (4) 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



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reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.



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




     Section 602. Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all
Securityholders 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 or
purchase fund installment or analogous obligation with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Securityholders
of such series; and provided, further, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series no such notice to Securityholders of
such series shall be given until at least 90 days after the occurrence thereof. For the purpose of
this Section, the term “default”, with respect to Securities of any series, 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 603. Certain Rights of Trustee. Except as otherwise provided in Section 601:



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




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




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




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




          (e) 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 Securityholders pursuant to this
Indenture, unless such Securityholders shall have offered to the Trustee




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reasonable security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;




          (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, direction,
consent, order, note, bond, debenture or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be
entitled to examine the relevant books, records and premises of the Company, personally or by agent
or attorney; and




          (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
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.




     Section 604. Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.



     Section 605. Trustee May Hold Securities. The Trustee, any Paying Agent, the Security
Registrar or any other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.



     Section 606. Money Held in Trust. Subject to the provisions of Section 1003 hereof,
all moneys in any currency or currencies 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. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the
Company.



     Section 607. Compensation and Reimbursement. The Company agrees:




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




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



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     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.



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



     Section 608. Disqualification; Conflicting Interests. The Trustee for the Securities
of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust
Indenture Act during the period of time provided for therein. In determining whether the Trustee
has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded for purposes of the conflicting interest
provisions of such Section 310(b) the Securities of every other series issued under this Indenture.
Nothing herein shall prevent the Trustee from filing with the Commission the application referred
to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.



     Section 609. Corporate Trustee Required Eligibility. There shall at all times be a
Trustee hereunder with respect to each series of Securities, which shall be either




     (i) a corporation organized and doing business under the laws of the United
States of America or of any State of the United States of America, authorized under
such laws to exercise corporate trust powers and subject to supervision or
examination by Federal or State authority, or




     (ii) a corporation or other Person organized and doing business under the laws
of a foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to supervision or examination by authority of
such foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional trustees,


in either case having a combined capital and surplus of at least $150,000. 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, 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. Neither the Company nor any Person
directly or indirectly controlling, controlled by, or under common control with the Company shall
serve as Trustee for the Securities of any series issued hereunder. If at any time the Trustee with
respect to any series of Securities shall cease to be eligible in accordance with the provisions of
this section, it shall resign immediately in the manner and with the effect specified in Section
610.




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     Section 610. Resignation and Removal; Appointment of Successor.



          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 611.




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




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




          (d) If at any time:





     (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
pursuant to Section 608 with respect to any series of Securities after written request
therefor by the Company or by any Securityholder who has been a bona fide Holder of a
Security of that series for at least 6 months, or




     (2) the Trustee shall cease to be eligible under Section 609 with respect to any series
of Securities and shall fail to resign after written request therefor by the Company or by
any such Securityholder, or




     (3) the Trustee shall become incapable of acting with respect to any series of
Securities, or




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


then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, with respect
to the series, or in the case of Clause (4), with respect to all series, or (ii) subject to Section
514, any Securityholder who has been a bona fide Holder of a Security of such series for at least 6
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 the series, or, in the case of Clause (4), with respect to all series.




          (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Securities, or if a vacancy shall occur in the office of the Trustee with respect to any
series of Securities for any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee for that series of Securities. If, within one year after such resignation,
removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such
series of Securities shall be appointed by Act of the Holders of a majority in




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principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to such series and supersede the successor
Trustee appointed by the Company with respect to such series. If no successor Trustee with respect
to such series shall have been so appointed by the Company or the Securityholders of such series
and accepted appointment in the manner hereinafter provided, subject to Section 514, any
Securityholder who has been a bona fide Holder of a Security of that series for at least 6 months
may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such series.




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to any series and each appointment of a successor Trustee with respect to any series by
mailing written notice of such event by first-class mail, postage prepaid, to the Holders of
Securities of that series as their names and addresses appear in the Security Register. Each notice
shall include the name of the successor Trustee and the address of its principal Corporate Trust
Office.




     Section 611. Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and to the predecessor
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
predecessor Trustee shall become effective with respect to any series as to which it is resigning
or being removed as Trustee, and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor
Trustee with respect to any such series; but, on request of the Company or the successor Trustee,
such predecessor Trustee shall, upon payment of all amounts owed to it, if any, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the
predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such predecessor Trustee hereunder with respect to all or any such
series, subject nevertheless to its lien, if any, provided for in Section 607. Upon request of any
such successor Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee
with respect to the 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 predecessor Trustee with respect
to the Securities of any series as to which the predecessor Trustee is not being succeeded shall
continue to be vested in the predecessor 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.



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     No successor Trustee with respect to any series of Securities shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible with
respect to that series under this Article.



     Section 612. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.



     Section 613. Preferential Collection of Claims Against Company.



          (a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company within 3 months prior to a
default, as defined in Subsection (c) of this Section, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Securities and the holders
of other indenture securities (as defined in subsection (c) of this Section),





     (1) an amount equal to any and all reduction in the amount due and owing upon any claim
as such creditor in respect of principal or interest, effected after the beginning of such
3-month period and valid as against the Company and its other creditors, except any such
reduction resulting from the receipt or disposition of any property described in paragraph
(2) of this subsection, or from the exercise of any right of set-off which the Trustee could
have exercised if a petition in bankruptcy had been filed by or against the Company upon the
date of such default; and




     (2) all property received by the Trustee in respect of any claim as such creditor,
either as security therefor, or in satisfaction or composition thereof, or otherwise, after
the beginning of such 3-month period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of the Company and its
other creditors in such property or such proceeds.


Nothing herein contained, however, shall affect the right of the Trustee:





     (A) to retain for its own account (i) payments made on account of any such
claim by any Person (other than the Company) who is liable thereon, and (ii) the
proceeds of the bona fide sale of any such claim by the Trustee to a third Person,
and (iii) distributions made in cash, securities or other property in respect of
claims filed against the Company in bankruptcy or receivership or in



-39-









 







proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law;




     (B) to realize, for its own account, upon any property held by it as security
for any such claim, if such property was so held prior to the beginning of such
3-month period;




     (C) to realize, for its own account, but only to the extent of the claim
hereinafter mentioned, upon any property held by it as security for any such claim,
if such claim was created after the beginning of such 3-month period and such
property was received as security therefor simultaneously with the creation thereof,
and if the Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to believe that a
default as defined in Subsection (c) of this Section would occur within 3 months; or




     (D) to receive payment on any claim referred to in paragraph (B) or against the
release of any property held as security for such claim as provided in paragraph (B)
or (C), as the case may be, to the extent of the fair value of such property.



     For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such 3-month period for property held as security at the time of such substitution shall, to the
extent of the fair value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is created in renewal of or
in substitution for or for the purpose of repaying or refunding any pre-existing claim of the
Trustee as such creditor, such claim shall have the same status as such pre- existing claim.



     If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned between the Trustee, the Securityholders and
the holders of other indenture securities in such manner that the Trustee, the Securityholders and
the holders of other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in bankruptcy or receivership
or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State
law, the same percentage of their respective claims, figured before crediting to the claim of the
Trustee anything on account of the receipt by it from the Company of the funds and property in such
special account and before crediting to the respective claims of the Trustee and the
Securityholders and the holders of other indenture securities dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than from such dividends
and from the funds and property so held in such special account. As used in this paragraph, with
respect to any claim, the term “dividends” shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, whether such distribution is made in cash, securities, or
other property, but shall not include any such distribution with respect to the secured portion, if
any, of such claim. The court in which such bankruptcy, receivership or



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proceedings for reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee and the Securityholders and the holders of other indenture securities, in accordance with
the provisions of this paragraph, the funds and property held in such special account and proceeds
thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to the provisions of
this paragraph due consideration in determining the fairness of the distributions to be made to the
Trustee and the Securityholders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security for any such claim,
or to make a specific allocation of such distributions as between the secured and unsecured
portions of such claims, or otherwise to apply the provisions of this paragraph as a mathematical
formula.



     Any Trustee which has resigned or been removed after the beginning of such 3-month period
shall be subject to the provisions of this Subsection as though such resignation or removal had not
occurred. If any Trustee has resigned or been removed prior to the beginning of such 3-month
period, it shall be subject to the provisions of this Subsection if and only if the following
conditions exist:




     (i) the receipt of property or reduction of claim, which would have given rise
to the obligation to account, if such Trustee had continued as Trustee, occurred
after the beginning of such 3-month period; and




     (ii) such receipt of property or reduction of claim occurred within 3 months
after such resignation or removal.



          (b) There shall be excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from:





     (1) the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of acquisition by
the Trustee;




     (2) advances authorized by a receivership or bankruptcy court of competent
jurisdiction, or by this indenture, for the purpose of preserving any property which shall
at any time be subject to the lien of this Indenture or of discharging tax liens or other
prior liens or encumbrances thereon, if notice of such advances and of the circumstances
surrounding the making thereof is given to the Securityholders at the time and in the manner
provided in this Indenture;




     (3) disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depository, or other similar capacity;




     (4) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash transaction as
defined in Subsection (c) of this Section;



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     (5) the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; or




     (6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of self-
liquidating paper as defined in Subsection (c) of this Section.



          (c) For the purposes of this Section only:





     (1) The term “default” means any failure to make payment in full of the principal of or
interest on any of the Securities or upon the other indenture securities when and as such
principal or interest becomes due and payable.




     (2) The term “other indenture securities” means securities upon which the Company is an
obligor outstanding under any other indenture (i) under which the Trustee is also trustee,
(ii) which contains provisions substantially similar to the provisions of this Section, and
(iii) under which a default exists at the time of the apportionment of the funds and
property held in such special account.




     (3) The term “cash transaction” means any transaction in which full payment for goods
or securities sold is made within 7 days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon demand.




     (4) The term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation.




     (5) The term “Company” means any obligor upon the Securities.



     Section 614. Appointment of Authenticating Agent. At any time when any of the
Securities remain outstanding the Trustee, with the approval of the Company, may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each



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Authenticating Agent shall be acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent,
having a combined capital and surplus of not less than $10,000,000 and, if other than the Company
itself, subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent 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,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.



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



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



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for any such payments made by the Trustee, subject to the provisions of Section 607.



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



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



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	 	 	as Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	As Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






ARTICLE SEVEN




SECURITYHOLDERS’ LISTS AND REPORTS

BY TRUSTEE AND COMPANY




     Section 701. Company To Furnish Trustee Names and Addresses of Securityholders. The
Company will furnish or cause to be furnished to the Trustee:




     (1) semi-annually, not later than December 15 and June 15 in each year in such form as
the Trustee may reasonably require, a list of the names and addresses of the Holders of
Securities of each series as of such date, and




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


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




     Section 702. Preservation of Information; Communications to Securityholders.



          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Holders of Securities received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.




          (b) If 3 or more Holders of Securities of any series (hereinafter referred to as “applicants”)
apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such
applicant has owned a Security of such series for a period of at least 5 months preceding the date
of such application, and such application states that the applicants desire to communicate with
other Holders of Securities of such series or with the Holders of all Securities with respect to
their rights under this Indenture or under such Securities and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then the Trustee shall,
within 5 Business Days after the receipt of such application, at its election, either:




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     (i) afford such applicants access to the information preserved at the time by
the Trustee in accordance with Section 702(a), or




     (ii) inform such applicants as to the approximate number of Holders of
Securities of such series or all Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 702(a), and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any, specified in such
application.



     If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of
such series or to all Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 702(a), a copy of the
form of proxy or other communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of such series or all
Securityholders, as the case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after notice and opportunity for hearing, that
all the objections so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all Securityholders of such series or all Securityholders, as
the case may be, with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.



          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders of Securities in
accordance with Section 702(b), regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 702(b).




     Section 703. Reports by Trustee.



          (a) The term “reporting date” as used in this Section means March 31. Within 60 days after the
reporting date in each year, beginning in [   ], the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register, a brief report dated
as of such reporting date with respect to any of the following events which may have occurred
during the twelve months preceding the date of such report (but if no such event has occurred
within such period, no report need be transmitted):




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     (1) any change to its eligibility under Section 609 and its qualifications under
Section 608;




     (2) the creation of or any material change to a relationship specified in Section
310(b)(1) through Section 310(b)(10) of the Trust Indenture Act;




     (3) the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such) which remain
unpaid on the date of such report, and for the reimbursement of which it claims or may claim
a lien or charge, prior to that of Securities of any series, on any property or funds held
or collected by it as Trustee, except that the Trustee shall not be required (but may elect)
to report such advances if such advances so remaining unpaid aggregate not more than 1/2 of
1% of the principal amount of the Securities of such series Outstanding on the date of such
report;




     (4) any change to the amount, interest rate and maturity date of all other indebtedness
owing by the Company (or by any other obligor on the Securities) to the Trustee in its
individual capacity, on the date of such report, with a brief description of any property
held as collateral security therefor, except an indebtedness based upon a creditor
relationship arising in any manner described in Section 613(b)(2), (3), (4), or (6);




     (5) any change to the property and funds, if any, physically in the possession of the
Trustee as such on the date of such report;




     (6) any additional issue of Securities which the Trustee has not previously reported;
and




     (7) any action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has been or is to be withheld by the
Trustee in accordance with Section 602.



          (b) The Trustee shall transmit by mail to all Securityholders, as their names and addresses
appear in the Security Register, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) since the date of the last report transmitted pursuant to Subsection
(a) of this Section (or if no such report has yet been so transmitted, since the date of execution
of this instrument) for the reimbursement of which it claims or may claim a lien or charge, prior
to that of the Securities of any series, on property or funds held or collected by it as Trustee,
and which it has not previously reported pursuant to this subsection, except that the Trustee shall
not be required (but may elect) to report such advances if such advances remaining unpaid at any
time aggregate 10% or less of the principal amount of the Securities outstanding of such series at
such time, such report to be transmitted within 90 days after such time.




          (c) A copy of each such report shall, at the time of such transmission to Securityholders, be
furnished to the Company and be filed by the Trustee with each stock




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exchange upon which the Securities are listed, and also with the Commission. The Company will
notify the Trustee when the Securities are listed on any stock exchange.




     Section 704. Reports by Company. The Company will:




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




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




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



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




     Section 801. Company May Consolidate, etc., only on Certain Terms. The Company shall
not consolidate with or merge into any other Person or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:




     (1) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer the properties and assets of the Company
substantially as an entirety shall be organized and existing under the laws of the United
States of America or any State of the United States of America or the District of Columbia,
and shall expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on all the



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Securities and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;




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




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



     Section 802. Successor Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company substantially as an entirety in
accordance with Section 801, the successor formed by such consolidation or into which the Company
is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor had been named as the Company herein. In the event of any such conveyance or
transfer, the Company as the predecessor may be dissolved, wound up or liquidated at any time
thereafter.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




     Section 901. Supplemental Indentures Without Consent of Securityholders. Without the
consent of the Holders of any Securities, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




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




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




     (3) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture; or




     (4) to add to this Indenture such provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however, the provisions referred to in Section



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316(a)(2) of the Trust Indenture Act as in effect at the date as of which this
instrument was executed or any corresponding provision in any similar federal statute
hereafter enacted; or




     (5) to establish any form of Security, as provided in Article Two, and to provide for
the issuance of any series of Securities as provided in Article Three and to set forth the
terms thereof, and/or to add to the rights of the Holders of the Securities of any series;
or




     (6) 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 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 611; or




     (7) to add any additional Events of Default in respect of the Securities of any or all
series (and if such additional Events of Default are to be in respect of less than all
series of Securities, stating that such Events of Default are expressly being included
solely for the benefit of one or more specified series); or




     (8) to provide for the issuance of securities in coupon as well as fully registered
form.



     Section 902. Supplemental Indentures with Consent of Securityholders. With the
consent of the Holders of a majority in principal amount of the Outstanding Securities of all
series affected by such supplemental indenture or indentures (voting as one class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of the Securities of each
such series under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each outstanding Security affected thereby:




     (1) change the Maturity of the principal of, or the Stated Maturity of any premium on,
or any installment of interest on, any Security, or reduce the principal amount thereof or
the interest or any premium thereon, or change the method of computing the amount of
principal thereof or interest thereon on any date or change any Place of Payment where, or
the coin or currency in which, any Security or any premium or interest thereon is payable,
or change the coin or currency in which any Security is denominated, or impair the right to
institute suit for the enforcement of any such payment on or after the Maturity or the
Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on
or after the Redemption Date or the Repayment Date, as the case may be); or




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



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




     (3) modify any of the provisions of this Section, Section 513 or Section 1008, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby.



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



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



     Section 903. Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



     Section 904. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.



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



     Section 906. Reference in Securities to Supplemental Indentures. Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Securities.



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ARTICLE TEN




COVENANTS




     Section 1001. Payment of Principal, Premium and Interest. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and
interest on such Securities in accordance with their terms and this Indenture.



     Section 1002. Maintenance of Office or Agency. The Company will maintain an office or
agency in each Place of Payment where Securities may be presented or surrendered for payment, where
Securities may be surrendered for transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and of any change in the location, of such office or
agency. If at any time the Company shall fail to maintain such office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the principal Corporate Trust office of the Trustee, Attention: Corporate
Trust Department, and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.



     Section 1003. Money for Security Payments to be Held in Trust. If the Company shall
at any time act as its own Paying Agent for any series of Securities, it will, on or before each
due date of the principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure to act.



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



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




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




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



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



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



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for three years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease. The Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company mail to the Holders of
the Securities for which the money to be repaid was held in trust, as their names and addresses
appear in the Security Register, a notice that such moneys remain unclaimed and that, after a date
specified in the notice, which shall not be less than 30 days from the date on which the notice was
first mailed to the Holders of the Securities for which the money to be repaid was held in trust,
any unclaimed balance of such moneys then remaining will be paid to the company free of the trust
formerly impressed upon it.



     The Company initially authorizes the Trustee to act as Paying Agent for the Securities on its
behalf. The Company may at any time and from time to time authorize one or more Persons to act as
Paying Agent in addition to or in place of the Trustee with respect to any series of Securities
issued under this Indenture.



     Section 1004. Statement as to Compliance. The Company will deliver to the Trustee,
within 150 days after the end of each fiscal year, a written statement signed by the principal
executive officer, principal financial officer or principal accounting officer of the Company
stating that:




     (1) a review of the activities of the Company during such year and of its performance
under this Indenture and under the terms of the Securities has been made under his
supervision; and




     (2) to the best of his knowledge, based on such review, the Company has fulfilled all
its obligations under this Indenture and has complied with all conditions and covenants on
its part contained in this Indenture through such year, or, if there has been a



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default in the fulfillment of any such obligation, covenant or condition, specifying
each such default known to him and the nature and status thereof.



     For the purpose of this Section 1004, default and compliance shall be determined without
regard to any grace period or requirement of notice provided pursuant to the terms of this
Indenture.



     Section 1005. Legal Existence. Subject to Article Eight the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect its legal existence.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     Section 1101. Applicability of Article. The Company may reserve the right to redeem
and pay before Stated Maturity all or any part of the Securities of any series, either by optional
redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in
the form of Security for such series established and approved pursuant to Section 202 and on such
terms as are specified in such form or in the indenture supplemental hereto with respect to
Securities of such series as provided in Section 301. Redemption of Securities of any series shall
be made in accordance with the terms of such Securities and, to the extent that this Article does
not conflict with such terms, the succeeding Sections of this Article.



     Section 1102. Election To Redeem; Notice to Trustee. The election of the Company to
redeem any Securities redeemable at the election of the Company shall be evidenced by, or pursuant
to authority granted by, a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any series, the Company shall, at least 45 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of
such series and the Tranche (as defined in Section 1103) to be redeemed.



     In the case of any redemption of Securities (i) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition specified in the terms of
such Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction or condition.



     Section 1103. Selection by Trustee of Securities To Be Redeemed. If less than all the
Securities of like tenor and terms of any series (a “Tranche”) are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such Tranche not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate (other than pro rata selection) and
which may include provision for the election for redemption of portions of the principal of
Securities of such Tranche of a denomination larger than the minimum authorized denomination for
Securities of that series. Unless otherwise provided in the terms of a particular series of
Securities, the portions of the principal of Securities so selected for partial redemption shall be
equal to the minimum authorized denomination of the Securities of such series, or an



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integral multiple thereof, and the principal amount which remains outstanding shall not be
less than the minimum authorized denomination for Securities of such series. If less than all the
Securities of unlike tenor and terms of any series are to be redeemed, the particular Tranche or
Tranches of Securities to be redeemed shall be selected by the Company.



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



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



     Section 1104. Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the
Security Register.



     All notices of redemption shall state:




     (1) the Redemption Date;




     (2) the Redemption Price;




     (3) if less than all outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal amounts) of
the Securities to be redeemed, from the Holder to whom the notice is given;




     (4) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security, and that interest, if any, thereon shall cease to accrue from and after
said Redemption Date;




     (5) the place where such Securities are to be surrendered for payment of the Redemption
Price, which shall be the office or agency of the Company in the Place of Payment; and




     (6) that the redemption is on account of a sinking or purchase fund, or other analogous
obligation, if that is the case.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company.



     Section 1105. Deposit of Redemption Price. Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of



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money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on
that date.



     Section 1106. Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such Redemption Date (unless
the Company shall default in the payment of the Redemption Price) such Securities shall cease to
bear interest. Upon surrender of such Securities for redemption in accordance with such notice of
redemption, such Securities shall be paid by the Company at the Redemption Price. Unless otherwise
provided with respect to such Securities pursuant to Section 301, installments of interest the
Maturity of which is on or prior to the Redemption Date shall be payable to the Holders of such
Securities registered as such on the relevant Regular Record Dates according to their terms and the
provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate
borne by the Security, or as otherwise provided in such Security.



     Section 1107. Securities Redeemed in Part. Any Security which is to be redeemed only
in part shall be surrendered at the office or agency of the Company in the Place of Payment with
respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Maturity and of like tenor and terms,
of any authorized denomination as requested by such Holder in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security so surrendered.



     Section 1108. Provisions with Respect to any Sinking Funds. Unless the form or terms
of any series of Securities shall provide otherwise, in lieu of making all or any part of any
mandatory sinking fund payment with respect to such series of Securities in cash, the Company may
at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore
acquired by the Company, or (2) receive credit for any Securities of such series (not previously so
credited) acquired by the Company (including by way of optional redemption (pursuant to the sinking
fund or otherwise) but not by way of mandatory sinking fund redemption) and theretofore delivered
to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited
shall be credited at the applicable sinking fund Redemption Price with respect to Securities of
such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date
with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’
Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash
and by delivery or credit of Securities of such series acquired by the Company, and (B) such
Securities, to the extent not previously surrendered. Such Officers’ Certificate shall also state
the basis for such credit and that the Securities for which the Company elects to receive credit
have not been previously so credited and were not acquired by the Company through operation of the
mandatory sinking fund, if any, provided with respect to such Securities and shall also state that
no Event of Default with respect to Securities



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of such series has occurred and is continuing. All Securities so delivered to the Trustee
shall be cancelled by the Trustee and no Securities shall be authenticated in lieu thereof.



     If the sinking fund payment or payments (mandatory or optional) with respect to any series of
Securities made in cash plus any unused balance of any preceding sinking fund payments with respect
to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of
such series next following the date of such payment to the redemption of Securities of such series
at the applicable sinking fund Redemption Price with respect to Securities of such series, together
with accrued interest, if any, to the date fixed for redemption, with the effect provided in
Section 1106. The Trustee shall select, in the manner provided in Section 1103, for redemption on
such sinking fund Redemption Date a sufficient principal amount of Securities of such series to
utilize that cash and shall thereupon cause notice of redemption of the Securities of such series
to be given in the manner provided in Section 1104 (and with the effect provided in Section 1106)
for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not
so applied or allocated by the Trustee to the redemption of Securities of such series shall be
added to the next cash sinking fund payment with respect to Securities of such series received by
the Trustee and, together with such payment, shall be applied in accordance with the provisions of
this Section 1108. Any and all sinking fund moneys with respect to Securities of any series held by
the Trustee at the Maturity of Securities of such series, and not held for the payment or
redemption of particular 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 Securities of such series at Maturity.



     On or before each sinking fund Redemption Date provided with respect to Securities of any
series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any,
to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption date
pursuant to this Section 1108.



ARTICLE TWELVE




SUBORDINATION




     Section 1201. Agreement To Subordinate. The Company agrees, and each Holder by
accepting a Security agrees, that the indebtedness evidenced by the Securities is subordinated in
right of payment, to the extent and in the manner provided in this Article Twelve, to the prior
payment of all Senior Indebtedness, and that such subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. Only indebtedness of the Company which is Senior
Indebtedness shall rank senior to the Securities in accordance with the provisions set forth
herein. All provisions of this Article Twelve shall be subject to Section 1212.



     Section 1202. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution
of the assets of the Company to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its respective properties: (1) holders of Senior



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Indebtedness shall be entitled to receive payment in full of the Senior Indebtedness before
the Holders of Securities shall be entitled to receive any payment of principal of or interest on
or other amounts with respect to the Securities; and (2) until the Senior Indebtedness is paid in
full, any distribution to which the Holders of Securities would be entitled but for this Article
Twelve shall be made to holders of Senior Indebtedness as their interests may appear, except that
Holders of Securities may receive shares of stock and any debt securities that are subordinated to
Senior Indebtedness to at least the same extent as the Securities and do not provide for the
payment of principal prior to the Stated Maturity of all Senior Indebtedness.



     Section 1203. Default on Senior Indebtedness. The Company may not pay the principal
of or interest on or other amounts with respect to the Securities, make any deposit pursuant to
Section 1003 or repurchase, redeem or otherwise retire any Securities (collectively, “pay the
Securities”) if (i) any Senior Indebtedness is not paid when due or (ii) any other default on
Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, (x) the default has been cured or waived and any
such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full;
provided, however, that the Company may pay the Securities without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the Representatives of
the Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii)
of the immediately preceding sentence has occurred or is continuing. During the continuance of any
default (other than a default described in clause (i) or (ii) of the preceding sentence) with
respect to any Senior Indebtedness, pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee
(with a copy to the Company) of written notice (a “Blockage Notice”) of such default from the
Representative of such Senior Indebtedness specifying an election to effect a Payment Blockage
Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i)
by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (ii) by repayment in full of such Senior Indebtedness, or (iii) because the default giving
rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the provisions contained in the first sentence
of this Section), unless the holders of such Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Senior Indebtedness, the Company may resume
payments on the Securities after such Payment Blockage Period. Not more than one Blockage Notice
may be given in any consecutive 360-day period, irrespective of the number of defaults with respect
to Senior Indebtedness during such period.



     Section 1204. Acceleration of Payment of Securities. If payment of the Securities is
accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the
holders of the Senior Indebtedness (or their Representatives) of the acceleration. If any Senior
Indebtedness is outstanding, the Company may not pay the Securities until five Business Days after
Representatives of the Senior Indebtedness receive notice of such acceleration and, thereafter, may
pay the Securities only if this Article Twelve otherwise permits payments at that time.



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     Section 1205. When Distributions Must Be Paid Over. If a distribution is made to the
Holders of Securities that because of this Article Twelve should not have been made to them, the
Holders of Securities who receive the distribution shall hold it in trust for holders of Senior
Indebtedness and pay it over to them as their interests may appear.



     Section 1206. Subrogation. After all Senior Indebtedness is paid in full and until
the Securities are paid in full, Holders of Securities shall be subrogated to the rights of holders
of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution
made under this Article Twelve to holders of Senior Indebtedness which otherwise would have been
made to Holders of Securities is not, as between the Company and Holders of Securities, a payment
by the Company on Senior Indebtedness.



     Section 1207. Relative Rights. This Article Twelve defines the relative rights of
Holders of Securities and holders of Senior Indebtedness. Nothing in this Indenture shall: (1)
impair, as between the Company and Holders of Securities, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities in accordance with
their terms; or (2) prevent the Trustee or any Holder of Securities from exercising its available
remedies upon an Event of Default, subject to the rights of holders of Senior Indebtedness to
receive distributions otherwise payable to Holders of Securities.



     Section 1208. Subordination May Not Be Impaired by Company. No right of any holder of
Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Securities
shall be impaired by any act or failure to act by the Company or by the failure of the Company to
comply with this Indenture.



     Section 1209. Rights of Trustee and Paying Agent. Notwithstanding Section 1203, the
Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged
with knowledge of the existence of facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a trust officer of the
Trustee receives notice satisfactory to it that payments may not be made under this Article Twelve.
The Company, the Registrar or co- registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness may give the notice; provided, however, that, if an issuer of Senior
Indebtedness has a Representative, only the Representative may give the notice. The Trustee in its
individual or any other capacity may hold Senior Indebtedness with the same rights it would have if
it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this Article Twelve with
respect to any Senior Indebtedness, which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness; and nothing in Article Six shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article Twelve shall apply to claims of, or payments to,
the Trustee under or pursuant to Article Six.



     Section 1210. Distribution or Notice to Representative. Whenever a distribution is to
be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the
notice given to their Representatives (if any).



     Section 1211. Article Twelve Not To Prevent Events of Default or Limit Right To
Accelerate. The failure to make a payment pursuant to the Securities by reason of any
provision



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in this Article Twelve shall not be construed as preventing the occurrence of an Event of
Default. Nothing in this Article Twelve shall have any effect on the right of the Holders of
Securities or the Trustee to accelerate the maturity of the Securities.



     Section 1212. Trust Moneys Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S. government obligations held in
trust under Section 1003 by the Trustee for the payment of principal of and interest on the
Securities shall not be subordinated to the prior payment of any Senior Indebtedness, or subject to
the restrictions set forth in this Article Twelve, and none of the Holders of Securities shall be
obligated to pay over any such amount to the Company, or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.



     Section 1213. Trustee Entitled to Rely. Upon any payment or distribution pursuant to
this Article Twelve, the Trustee and the Holders of Securities shall be entitled to rely (i) upon
any order or decree of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 1202 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to the Holders of
Securities or (iii) upon the Representatives for the holders of Senior Indebtedness 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 or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Twelve. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness to participate
in any payment or distribution pursuant to this Article Twelve, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and other facts pertinent to the rights of such Person under this
Article Twelve, and, if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive such payment.



     Section 1214. Trustee To Effectuate Subordination. Each Holder of Securities by
accepting a Security authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between the Holders of
Securities and the holders of Senior Indebtedness as provided in this Article Twelve and appoints
the Trustee as attorney-in-fact for any and all such purposes.



     Section 1215. Trustee Not Fiduciary for Holders of Senior Indebtedness. 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 mistakenly pay over or distribute to Holders of
Securities, the Company, or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.



     Section 1216. Reliance by Holders of Senior Indebtedness on Subordination Provisions.
Each Holder of Securities by accepting a Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each
holder of any Senior Indebtedness whether such Senior Indebtedness was created or acquired



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before or after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold,
or in continuing to hold, such Senior Indebtedness.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 
	 	EL PASO CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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