exv4w27



 







Exhibit 4.27





COUNTRYWIDE FINANCIAL CORPORATION

Issuer




TO




THE BANK OF NEW YORK




Trustee




INDENTURE




Dated as of May 16, 2006




Subordinated Debt Securities




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE ONE

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 	 	 
	SECTION 101.

	 	Definitions
	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 102.

	 	Compliance Certificates and Opinions
	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 103.

	 	Form of Documents Delivered to Trustee
	 	 	10	 
	 
	 	 	 	 	 	 
	SECTION 104.

	 	Acts of Holders
	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 105.

	 	Notices, etc., to Trustee and Company
	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 106.

	 	Notice to Holders; Waiver
	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 107.

	 	Conflict with Trust Indenture Act
	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 108.

	 	Effect of Headings and Table of Contents
	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 109.

	 	Successors and Assigns
	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 110.

	 	Separability Clause
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 111.

	 	Benefits of Indenture
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 112.

	 	Governing Law
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 113.

	 	Legal Holidays
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 114.

	 	Moneys of Different Currencies to be Segregated
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 115.

	 	Payment to Be in Proper Currency
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE TWO

	FORMS OF DEBT SECURITIES

	 
	 	 	 	 	 	 
	SECTION 201.

	 	Forms Generally
	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 202.

	 	Forms of Debt Securities
	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 203.

	 	Form of Trustee’s Certificate of Authentication
	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 204.

	 	CUSIP Numbers
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE THREE

	THE DEBT SECURITIES

	 
	 	 	 	 	 	 
	SECTION 301.

	 	Amount Unlimited; Issuable in Series
	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 302.

	 	Denominations
	 	 	19	 
	 
	 	 	 	 	 	 
	SECTION 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	19	 
	 
	 	 	 	 	 	 
	SECTION 304.

	 	Temporary Debt Securities
	 	 	21	 
	 
	 	 	 	 	 	 
	SECTION 305.

	 	Registration, Registration of Transfer and Exchange
	 	 	22	 
	 
	 	 	 	 	 	 
	SECTION 306.

	 	Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	24	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 307.

	 	Payment of Interest; Interest Rights Preserved
	 	 	24	 
	 
	 	 	 	 	 	 
	SECTION 308.

	 	Persons Deemed Owners
	 	 	27	 
	 
	 	 	 	 	 	 
	SECTION 309.

	 	Cancellation
	 	 	27	 
	 
	 	 	 	 	 	 
	SECTION 310.

	 	Computation of Interest
	 	 	27	 
	 
	 	 	 	 	 	 
	SECTION 311.

	 	Payment in Currencies
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 	 	 
	SECTION 401.

	 	Satisfaction and Discharge of Indenture
	 	 	31	 
	 
	 	 	 	 	 	 
	SECTION 402.

	 	Application of Trust Money
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE

	REMEDIES

	 
	 	 	 	 	 	 
	SECTION 501.

	 	Events of Default
	 	 	33	 
	 
	 	 	 	 	 	 
	SECTION 502.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	33	 
	 
	 	 	 	 	 	 
	SECTION 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	34	 
	 
	 	 	 	 	 	 
	SECTION 504.

	 	Trustee May File Proofs of Claim
	 	 	36	 
	 
	 	 	 	 	 	 
	SECTION 505.

	 	Trustee May Enforce Claims without Possession of Debt Securities
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 506.

	 	Application of Money Collected
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 507.

	 	Limitation on Suits
	 	 	37	 
	 
	 	 	 	 	 	 
	SECTION 508.

	 	Unconditional Right of Holders to Receive Principal, Premium (if any)
and Interest
	 	 	38	 
	 
	 	 	 	 	 	 
	SECTION 509.

	 	Restoration of Rights and Remedies
	 	 	38	 
	 
	 	 	 	 	 	 
	SECTION 510.

	 	Rights and Remedies Cumulative
	 	 	38	 
	 
	 	 	 	 	 	 
	SECTION 511.

	 	Delay or Omission Not Waiver
	 	 	39	 
	 
	 	 	 	 	 	 
	SECTION 512.

	 	Control by Holders
	 	 	39	 
	 
	 	 	 	 	 	 
	SECTION 513.

	 	Waiver of Past Defaults
	 	 	39	 
	 
	 	 	 	 	 	 
	SECTION 514.

	 	Undertaking for Costs
	 	 	40	 
	 
	 	 	 	 	 	 
	SECTION 515.

	 	Waiver of Stay or Extension Laws
	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE SIX

	THE TRUSTEE

	 
	 	 	 	 	 	 
	SECTION 601.

	 	Certain Duties and Responsibilities
	 	 	41	 
	 
	 	 	 	 	 	 
	SECTION 602.

	 	Notice of Defaults
	 	 	42	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 603.

	 	Certain Rights of Trustee
	 	 	42	 
	 
	 	 	 	 	 	 
	SECTION 604.

	 	Not Responsible for Recitals or Issuance of Debt Securities
	 	 	44	 
	 
	 	 	 	 	 	 
	SECTION 605.

	 	May Hold Debt Securities
	 	 	44	 
	 
	 	 	 	 	 	 
	SECTION 606.

	 	Money Held in Trust
	 	 	44	 
	 
	 	 	 	 	 	 
	SECTION 607.

	 	Compensation and Reimbursement
	 	 	44	 
	 
	 	 	 	 	 	 
	SECTION 608.

	 	Corporate Trustee Required; Eligibility
	 	 	45	 
	 
	 	 	 	 	 	 
	SECTION 609.

	 	Resignation and Removal; Appointment of Successor
	 	 	45	 
	 
	 	 	 	 	 	 
	SECTION 610.

	 	Acceptance of Appointment by Successor
	 	 	47	 
	 
	 	 	 	 	 	 
	SECTION 611.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	48	 
	 
	 	 	 	 	 	 
	SECTION 612.

	 	Preferential Collection of Claims
	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 	 	 
	SECTION 701.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	49	 
	 
	 	 	 	 	 	 
	SECTION 702.

	 	Preservation of Information; Communications to Holders
	 	 	49	 
	 
	 	 	 	 	 	 
	SECTION 703.

	 	Reports by Trustee
	 	 	49	 
	 
	 	 	 	 	 	 
	SECTION 704.

	 	Reports by Company
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT

	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

	 
	 	 	 	 	 	 
	SECTION 801.

	 	Company May Consolidate, etc., Only on Certain Terms
	 	 	51	 
	 
	 	 	 	 	 	 
	SECTION 802.

	 	Successor Corporation Substituted
	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 	 	 
	SECTION 901.

	 	Supplemental Indentures without Consent of Holders
	 	 	52	 
	 
	 	 	 	 	 	 
	SECTION 902.

	 	Supplemental Indentures with Consent of Holders
	 	 	53	 
	 
	 	 	 	 	 	 
	SECTION 903.

	 	Execution of Supplemental Indentures
	 	 	54	 
	 
	 	 	 	 	 	 
	SECTION 904.

	 	Effect of Supplemental Indentures
	 	 	54	 
	 
	 	 	 	 	 	 
	SECTION 905.

	 	Notice to Holders
	 	 	54	 
	 
	 	 	 	 	 	 
	SECTION 906.

	 	Conformity with Trust Indenture Act
	 	 	54	 
	 
	 	 	 	 	 	 
	SECTION 907.

	 	Reference in Debt Securities to Supplemental Indentures
	 	 	55	 
	 
	 	 	 	 	 	 
	SECTION 908.

	 	Subordination Unimpaired
	 	 	55	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE TEN

	COVENANTS

	 
	 	 	 	 	 	 
	SECTION 1001.

	 	Payment of Principal, Premium and Interest
	 	 	56	 
	 
	 	 	 	 	 	 
	SECTION 1002.

	 	Maintenance of Office or Agency
	 	 	56	 
	 
	 	 	 	 	 	 
	SECTION 1003.

	 	Money for Debt Securities Payments to Be Held in Trust
	 	 	56	 
	 
	 	 	 	 	 	 
	SECTION 1004.

	 	Investment Company Act
	 	 	58	 
	 
	 	 	 	 	 	 
	SECTION 1005.

	 	Officers’ Certificate as to Default
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN

	REDEMPTION OF DEBT SECURITIES

	 
	 	 	 	 	 	 
	SECTION 1101.

	 	Applicability of Article
	 	 	59	 
	 
	 	 	 	 	 	 
	SECTION 1102.

	 	Election to Redeem, Notice to Trustee
	 	 	59	 
	 
	 	 	 	 	 	 
	SECTION 1103.

	 	Selection by Trustee of Debt Securities to Be Redeemed
	 	 	59	 
	 
	 	 	 	 	 	 
	SECTION 1104.

	 	Notice of Redemption
	 	 	59	 
	 
	 	 	 	 	 	 
	SECTION 1105.

	 	Deposit of Redemption Price
	 	 	60	 
	 
	 	 	 	 	 	 
	SECTION 1106.

	 	Debt Securities Payable on Redemption Date
	 	 	60	 
	 
	 	 	 	 	 	 
	SECTION 1107.

	 	Debt Securities Redeemed in Part
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE

	SINKING FUNDS

	 
	 	 	 	 	 	 
	SECTION 1201.

	 	Applicability of Article
	 	 	62	 
	 
	 	 	 	 	 	 
	SECTION 1202.

	 	Satisfaction of Sinking Fund Payments with Debt Securities
	 	 	62	 
	 
	 	 	 	 	 	 
	SECTION 1203.

	 	Redemption of Debt Securities for Sinking Fund
	 	 	62	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN

	DEFEASANCE

	 
	 	 	 	 	 	 
	SECTION 1301.

	 	Applicability of Article
	 	 	64	 
	 
	 	 	 	 	 	 
	SECTION 1302.

	 	Defeasance Upon Deposit of Moneys or U.S. Government Obligations	 	 	64	 
	 
	 	 	 	 	 	 
	SECTION 1303.

	 	Deposited Moneys and U.S. Government Obligations To Be Held in Trust
	 	 	66	 
	 
	 	 	 	 	 	 
	SECTION 1304.

	 	Repayment to Company
	 	 	66	 
	 
	 	 	 	 	 	 
	ARTICLE FOURTEEN

	REPAYMENT AT THE OPTION OF HOLDERS

	 
	 	 	 	 	 	 
	SECTION 1401.

	 	Applicability of Article
	 	 	67	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 1402.

	 	Repayment of Debt Securities
	 	 	67	 
	 
	 	 	 	 	 	 
	SECTION 1403.

	 	Exercise of Option
	 	 	67	 
	 
	 	 	 	 	 	 
	SECTION 1404.

	 	When Debt Securities Surrendered for
Repayment Become Due and Payable
	 	 	68	 
	 
	 	 	 	 	 	 
	SECTION 1405.

	 	Debt Securities Repaid in Part
	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE FIFTEEN

	SUBORDINATION OF DEBT SECURITIES

	 
	 	 	 	 	 	 
	SECTION 1501.

	 	Agreement to Subordinate
	 	 	69	 
	 
	 	 	 	 	 	 
	SECTION 1502.

	 	Default on Senior Indebtedness
	 	 	69	 
	 
	 	 	 	 	 	 
	SECTION 1503.

	 	Liquidation; Dissolution; Bankruptcy
	 	 	70	 
	 
	 	 	 	 	 	 
	SECTION 1504.

	 	Subrogation
	 	 	71	 
	 
	 	 	 	 	 	 
	SECTION 1505.

	 	Trustee to Effectuate Subordination
	 	 	72	 
	 
	 	 	 	 	 	 
	SECTION 1506.

	 	Notice by the Company
	 	 	72	 
	 
	 	 	 	 	 	 
	SECTION 1507.

	 	Rights of the Trustee; Holders of Senior Indebtedness
	 	 	73	 
	 
	 	 	 	 	 	 
	SECTION 1508.

	 	Subordination May Not Be Impaired
	 	 	73	 






-v-









 






     INDENTURE dated as of May 16, 2006, between COUNTRYWIDE FINANCIAL CORPORATION, a Delaware
corporation (hereinafter called the “Company”), having its principal office at 4500 Park Granada,
Calabasas, CA 91302, and THE BANK OF NEW YORK, a New York banking corporation (hereinafter called
the “Trustee”), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286.



RECITALS OF THE COMPANY




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



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



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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



1









 





ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          SECTION 101. Definitions.




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





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




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




     (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 principles as are
generally accepted at the date of such computation; and




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



          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.




          “Additional Provisions” has the meaning specified in Section 1501.




          “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.




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




          “Board Resolution” means a copy of a resolution 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”, when with respect to any Place of Payment, unless otherwise specified in a
Board Resolution, and an Officers’ Certificate, or in a supplemental indenture,




-2-









 







means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in an applicable Place of Payment or the city in which the Trustee’s Corporate Trust
Office is located or in New York, New York or Los Angeles, California are authorized or obligated
by law, executive order or regulation to remain closed.




          For purposes of Section 311(b)(4) of the Trust Indenture Act, the term “cash transaction”
means any transaction in which full payment for goods or securities sold is made within seven days
after delivery of the goods or securities in currency or in checks or other orders drawn upon the
banks or bankers and payable upon demand.




          “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 on such date.




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




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




          “Components”, with respect to a composite currency, means the currency amounts that are
components of such composite currency on the Conversion Date with respect to such composite
currency. If the official unit of any component currency is altered by way of combination or
subdivision, the amount of such currency in the Component shall be proportionately divided or
multiplied. If two or more component currencies are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of such consolidated component currencies expressed in such single
currency, and such amount shall thereafter be a Component. If after such Conversion Date any
component currency shall be divided into two or more currencies, the amount of such currency as a
Component shall be replaced by amounts of such two or more currencies, each of which shall be equal
to the amount of such former component currency divided by the number of currencies into which such
component currency was divided, and such amounts shall thereafter be Components.




          “Conversion Date”, with respect to a composite currency, has the meaning specified in Section
311.




          “Corporate Trust Office” means the corporate trust office of the Trustee at which at any
particular time its corporate trust business shall be principally administered, which office at the
date of execution of this instrument is located at 101 Barclay Street, Floor 8 West, New York, New
York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the




-3-









 







principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company).




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




          “Current Stated Principal Maturity” has the meaning specified in Section 312.




          “Debt Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Debt Securities authenticated and delivered under this Indenture.




          “Default” has the meaning specified in Section 503.




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




          “Discharged” has the meaning specified in Section 1302.




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




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




          “Exchange Rate” means, unless otherwise specified in accordance with Section 301, (a) with
respect to Dollars in which payment is to be made on a series of Debt Securities denominated in a
composite currency, the exchange rate between Dollars and such composite currency reported by the
agency or organization, if any, designated pursuant to Section 301(11) on the applicable Regular or
Special Record Date with respect to an Interest Payment Date or the fifteenth day immediately
preceding the Maturity of an installment of principal, or on such other date provided herein, as
the case may be; (b) with respect to Dollars in which payment is to be made on a series of Debt
Securities denominated in a Foreign Currency, the noon Dollar buying rate for that currency for
cable transfers quoted by the Exchange Rate Agent in The City of New York on the Regular or Special
Record Date with respect to an Interest Payment Date or the fifteenth day immediately preceding the
Maturity of an installment of principal, or on such other date provided herein, as the case maybe,
as certified for customs purposes by the Federal Reserve Bank of New York and (c) with respect to
Foreign Currency in which payment is to be made on a series of Debt Securities converted into
Dollars pursuant to Section 311(d), the noon Dollar selling rate for that currency for cable
transfers quoted by the Exchange Rate Agent in The City of New York on the second Business Day
preceding an Interest Payment Date or the second Business Day preceding the Maturity of an
installment of principal, or on such other date provided herein, as the case may be, as certified
for customs purposes by the Federal Reserve Bank of New York. If for any reason such rates are not
available with respect to one or more currencies for which an Exchange Rate is required, the
Company shall use such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more commercial banks in The City of New York or in the
country of issue of the currency in question, or such other quotations as the Company, in each
case, shall deem appropriate. If there is more than one market for dealing in any currency by
reason of foreign exchange regulations or otherwise, the market to be used in respect of such
currency shall be the largest market upon




-4-









 







which a nonresident issuer of securities designated in such currency would purchase such
currency in order to make payments in respect of such securities.




          “Exchange Rate Agent” means the New York clearing house bank designated pursuant to Section
301, or any successor thereto.




          “Exchange Rate Officer’s Certificate”, with respect to any date for the payment of principal
of (and premium, if any) and interest on any series of Debt Securities, means a certificate setting
forth the applicable Exchange Rate as of the Regular or Special Record Date with respect to an
Interest Payment Date or the fifteenth day immediately preceding the maturity of an installment of
principal, as the case may be, and the amounts payable in Dollars in respect of the principal of
(and premium, if any) and interest on Debt Securities denominated in any Foreign Currency, and
signed by the Chairman of the Board, the President, any Vice President, any Assistant Vice
President, the Treasurer, any Assistant Treasurer, the Controller or any Assistant Controller of
the Company and delivered to the Trustee.




          “Extension Notice” has the meaning specified in Section 312.




          “Extension Period” has the meaning specified in Section 312.




          “Final Maturity” has the meaning specified in Section 312.




          “Foreign Currency” means any currency, currency unit or composite currency issued by the
government of one or more countries other than the United States of America or by any recognized
confederation or association of such governments.




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




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




          The term “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”, with respect to any Debt Security, means the Stated Maturity of an
installment of interest on such Debt Security.




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




-5-









 








          “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President, any Managing Director, any Vice President, the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company that
complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the
Trustee.




          “Opinion of Counsel” means a written opinion of counsel, who may be an employee of, or counsel
to, the Company and who shall be reasonably satisfactory to the Trustee, which is delivered to the
Trustee.




          “Optional Reset Date” has the meaning specified in Section 307(b).




          “Original Issue Discount Security” means, except as otherwise defined in a Debt Security, any
Debt Security which is issued with original issue discount within the meaning of Section 1273(a) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder.




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





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




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




          (iii) Debt Securities which have been paid pursuant to Section 306 or in exchange for
or in lieu of which other Debt Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Debt Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Debt Securities are held by
a bona fide purchaser in whose hands such Debt Securities are valid obligations of the
Company;


provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon such request, demand, authorization, direction, notice, consent or
waiver, only Debt Securities which the Trustee knows to be so owned shall be so disregarded. Debt
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to




-6-









 







act with respect to such Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor. The
Trustee shall not be deemed to know that any Debt Securities are so owned unless it has received
written notice of such fact at its Corporate Trust Office or unless one of its Responsible Officers
has actual knowledge thereof.




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




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




          “Place of Payment”, when used with respect to the Debt Securities of any series, unless
otherwise specified in a Board Resolution, and an Officers’ Certificate, or in a supplemental
indenture, means the office or agency of the Company in the Borough of Manhattan, The City and
State of New York, and such other place or places, if any, where the principal of (and premium, if
any) and interest on the Debt Securities of that series are payable as specified as contemplated by
Section 301.




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




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




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




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




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




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




          “Required Currency” means the currency in which the Debt Securities of any series are payable,
in accordance with their terms or pursuant to an election made by one or more Holders pursuant to
Section 301 hereof. If, however, the Required Currency is unavailable for the reasons stated in
Section 311(d)(i) or (ii), the Required Currency shall mean U.S. Dollars.




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          “Reset Notice” has the meaning specified in Section 307(b).




          “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee
assigned to its corporate trust department, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.




          “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.




          For purposes of Section 311(b)(6) of the Trust Indenture Act, the term “self-liquidating
paper” means any draft, bill of exchanges, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company or any other obligor upon the Debt Securities for the purpose
of financing the purchase, processing, manufacture, 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 such
Person arising from the making, drawing, negotiation or incurring of the draft, bill of exchange,
acceptance or obligation.




          “Senior Indebtedness” means, with respect to the Company, (i) the principal,
premium, if any, and interest in respect of (A) indebtedness for money borrowed and (B)
indebtedness evidenced by securities, debentures, bonds or other similar instruments; (ii) all
capital lease obligations; (iii) all obligations issued or assumed as the deferred purchase price
of property, all conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv)
all obligations for the reimbursement on any letter of credit, banker’s acceptance, security
purchase facility, repurchase agreement or similar arrangement; (v) all obligations to make payment
or delivery pursuant to the terms of financial instruments such as (a) securities contracts and
foreign currency exchange contracts, (b) derivative instruments, such as swap agreements (including
interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts or any other hedging arrangement, and (c) in the case of both
(a) and (b) above, any similar credit or other arrangements, transactions or financial instruments,
(vi) all obligations of the type referred to in clauses (i) through (v) of other Persons (whether
on balance sheet or off), the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise, or for which the Company provides direct credit support or substitutes; and
(vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured
by any lien on any property or asset of the Company (whether or not such obligation is assumed by
the Company), except that Senior Indebtedness shall not include (1) any such indebtedness that
contains express terms, or is issued under a deed, indenture or other agreement or instrument that
contains express terms, providing that it is subordinate to or ranks pari passu with the Debt
Securities, (2) the guarantee by the Company of the indebtedness




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represented by the 8% Junior Subordinated Deferrable Interest Debentures due December 15, 2026
of Countrywide Home Loans, Inc., (3) the guarantee by the Company of the indebtedness represented
by the 8.05% Junior Subordinated Debentures due June 15, 2027 of Countrywide Home Loans, Inc., (4)
the indebtedness represented by the 6.75% Junior Subordinated Deferrable Interest Debentures Due
April 1, 2033 issued by the Company and (5) the indebtedness represented by the Floating Rate
Subordinated Notes due April 1, 2011 issued by the Company.




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




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




          “Stated Principal Maturity” means the Stated Maturity for the payment of principal, or any
installment of principal, of any Debt Security.




          “Subsidiary” means any corporation at least a majority of the outstanding Voting Stock of
which shall at the time directly or indirectly be owned or controlled by the Company or one or more
Subsidiaries.




          “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 or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Debt Securities of any series shall mean the Trustee with respect to Debt Securities of that
series.




          “Trust Indenture Act” means the Trust Indenture Act of 1939 and any reference herein to such
Act or a particular provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by rules or regulations
adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the
case may be.




          “U.S. Government Obligations” has the meaning specified in Section 1302.




          “Voting Stock”, as applied to the stock of any corporation, means stock of any class or
classes, however designated, having ordinary voting power for the election of a majority of the
directors 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, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the




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opinion of such counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.




          Every certificate or opinion with respect to compliance with any condition or covenant
provided for in this Indenture shall include





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




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




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




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



          SECTION 103. Form of Documents Delivered to Trustee.




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




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




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          SECTION 104. Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by 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. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders 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 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.




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




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




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




          (e) For purposes of determining the aggregate principal amount of Outstanding Debt Securities
of any series the Holders of which are required, requested or permitted to give any request,
demand, authorization, direction, notice, consent, waiver or take any other Act under this
Indenture, each Debt Security denominated in a Foreign Currency shall be deemed to have a principal
amount determined by an Exchange Rate Agent (as evidenced by a certificate of such Exchange Rate
Agent) by converting the principal amount of such Debt Security in the Foreign Currency in which
such Debt Security is denominated into Dollars at the Exchange Rate as of 9:00 A.M., New York time,
on the date such Act is delivered to the Trustee and, where it is hereby expressly required, to the
Company (or, if there is no such rate on such date for the reasons specified in Section 311(d)(i)
of the Indenture, such rate on the rate specified in such Section).




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




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




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




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class
postage prepaid, to the Company, addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company, Attention: Chairman of the Board of
Directors, 4500 Park Granada, Calabasas, California 91302.



          SECTION 106. Notice to Holders; Waiver.




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




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




          SECTION 107. Conflict with Trust Indenture Act.




          If any provision hereof limits, qualifies or conflicts with any duties under any required
provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required
provision 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 or not so expressed.




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          SECTION 110. Separability Clause.




          In case any provision in this Indenture or in the Debt 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 the Debt Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any Paying Agent, the Holders
and the holders of Senior Indebtedness, any benefit or any legal or equitable right remedy or claim
under this Indenture.




          SECTION 112. Governing Law.




          This Indenture and the Debt Securities shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed in said state.




          SECTION 113. Legal Holidays.




          Unless otherwise specifically provided for in the applicable Debt Securities, in any case
where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity, Stated Principal Maturity or Maturity of any Debt Security shall not be a Business Day at
any Place of Payment, then the required payment of principal, premium, if any, and/or interest need
not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity, Stated Principal
Maturity or Maturity, and no interest shall accrue on such payment for the period from and after
such Interest Payment Date, Repayment Date, Redemption Date, sinking fund payment date, Stated
Maturity, Stated Principal Maturity or Maturity, as the case may be, to the next succeeding
Business Day.




          SECTION 114. Moneys of Different Currencies to be Segregated.




          The Trustee shall segregate all moneys, funds and accounts held by the Trustee hereunder in
one currency from any moneys, funds or accounts in any other currencies, notwithstanding any
provision herein which would otherwise permit the Trustee to commingle such amounts.




          SECTION 115. Payment to Be in Proper Currency.




          Each reference in any Debt Security, or in the Board Resolution relating thereto, to any
currency shall be of the essence. The obligation of the Company to make any payment of principal
of (and premium, if any) and interest on any Debt Security shall not be discharged or satisfied by
any tender by the Company or recovery by the Trustee, in any currency other than the Required
Currency, except to the extent than such tender or recovery shall result in the Trustee timely
holding the full amount of the Required Currency then due and payable. If any




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such tender or recovery is in a currency other than the Required Currency, the Trustee may
take such actions as it considers appropriate to exchange such currency for the Required Currency.
The costs and risks of any such exchange, including without limitation the risks of delay and
exchange rate fluctuation, shall be borne by the Company, and the Company shall remain fully liable
for any shortfall or delinquency in the full amount of Required Currency then due and payable, and
in no circumstances shall the Trustee be liable therefor. The Company hereby waives any defense of
payment based upon any such tender or recovery which is not in the Required Currency, or which,
when exchanged for the Required Currency by the Trustee, is less than the full amount of Required
Currency then due and payable.




          Any costs incurred by or on behalf of the Company (other than costs incurred by the Trustee
that are passed on to the Company as provided above) in correction with the conversion of any
Foreign Currency to Dollars pursuant to an election made by a Holder in accordance with Section 301
shall be borne by the Holder making such an election through deduction from payments required to be
made to such Holder pursuant to the terms of this Indenture.




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ARTICLE TWO




FORMS OF DEBT SECURITIES




          SECTION 201. Forms Generally.




          The Debt 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 or designation and such legends or endorsements placed thereon, as
the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any securities exchange on which any of the Debt Securities may
be listed, or to conform to usage, all as determined by the officers executing such Debt
Securities, as conclusively evidenced by their execution of such Debt Securities.




          The Trustee’s certificate of authentication shall be in substantially the form set forth in
Section 203.




          SECTION 202. Forms of Debt Securities.




          Each Debt Security shall be the form approved from time to time by or pursuant to a Board
Resolution and an Officers’ Certificate or one or more indentures supplemental hereto which shall
set forth the information required by Section 301. If the form of Debt Security for any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth such form.




          SECTION 203. Form of Trustee’s Certificate of Authentication.




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




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TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 	 	 
	Dated:

	 	 	 	     THE BANK OF NEW YORK,	 	 
	 

	 	 	 	     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

     Authorized Signatory
	 	 






          SECTION 204. CUSIP Numbers.




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




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ARTICLE THREE




THE DEBT SECURITIES




          SECTION 301. Amount Unlimited; Issuable in Series.




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




          The Debt Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto, with such notification to the Trustee in advance of the
issuance of the Debt Securities of any series as may be agreed upon by the parties hereto:





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




     (2) the limit, if any, upon the aggregate principal amount of the Debt Securities of
the series which may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration or, transfer of, or in exchange
for, or in lieu of, other Debt Securities of the series pursuant to Section 304, 305, 306,
907 or 1107);




     (3) the date or dates, or the method or methods, if any, by which such date or dates
shall be determined or extended, on which the principal of the Debt Securities of the series
is payable;




     (4) the rate or rates, if any, at which the Debt Securities of the series shall bear
interest, if any, or the method or methods, if any, by which such rate or rates are to be
determined or reset, the date or dates, if any, from which such interest shall accrue, or
the method or methods, if any, by which such date or dates shall be determined or reset, the
Interest Payment Dates, if any, on which such interest shall be payable and the Regular
Record Dates, if any, for the interest payable on such Interest Payment Dates, and the basis
upon which interest shall be calculated if other than that of a 360-day year of twelve
30-day months;




     (5) the place or places, if any, in addition to or other than the office or agency of
the Company in the Borough of Manhattan, The City of New York and State of New York, where
the principal of (and premium, if any) and interest on Debt Securities of the series shall
be payable, any Debt Securities may be surrendered for registration of transfer or exchange
and notices or demands to or upon the Company in respect of such Debt Securities and this
Indenture may be served;




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



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




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




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




     (10) provisions, if any, for the defeasance of Debt Securities of the series;




     (11) (A) the currency of denomination of the Debt Securities of any series, which may
be in Dollars or any Foreign Currency, (B) if such Debt Securities are denominated in a
Foreign Currency which is a composite currency, the agency or organization, if any,
responsible for overseeing such composite currency and (C) if such Debt Securities are
denominated in a Foreign Currency other than a composite currency, the capital city of the
country of such Foreign Currency;




     (12) the designation of the currency or currencies in which payment of the principal of
(and premium, if any) and interest on the Debt Securities of the series will be made, and,
if such currency or currencies is a Foreign Currency, whether payment of the principal (and
premium, if any) or the interest on such Debt Securities, at the election of a Holder
thereof, may instead be payable in Dollars and the terms and conditions upon which such
election may be made;




     (13) any additional Defaults or restrictive covenants provided for with respect to Debt
Securities of the series;




     (14) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture), including any terms which may be required or advisable under
United States laws or regulations or advisable in connection with the marketing of Debt
Securities of the series;




     (15) if the Debt Securities of such series are to be denominated or payable in a
Foreign Currency, the designation of the initial Exchange Rate Agent and, if other than as
set forth herein, the definition of the Exchange Rate;




     (16) the form of Debt Securities of such series and, if issuable in global form, the
name of the depository with respect thereto and the terms upon which and the circumstances
under which such Notes may be exchanged; and




     (17) the ability, if any, of the Holder of a Debt Security to renew all or any portion
of a Debt Security.



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          All Debt Securities of any one series shall be substantially identical except as to the
currency of payments due thereunder, denomination, the rate or rates of interest, if any, and
Maturity and except as may otherwise be provided in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental hereto. In addition, all
Debt Securities of any one series need not be issued at the same time and, unless otherwise so
provided by the Company, a series may be reopened for issuance of additional Debt Securities of
such series or to establish additional terms of such series of Debt Securities.




          If any of the terms of a series of Debt Securities is established by an action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of such series.




          SECTION 302. Denominations.




          Unless otherwise specified in a supplemental indenture, the Debt Securities of each series
shall be issuable in registered form without coupons in such denominations as shall be specified in
accordance with the requirements of Section 301. In the absence of any such provisions with
respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable
in denominations of $1,000 or any integral multiple thereto. Debt Securities denominated in a
Foreign Currency shall be issuable in such denominations as are established with respect to such
Debt Securities in or pursuant to this Indenture.




          SECTION 303. Execution, Authentication, Delivery and Dating.




          (a) The Debt Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, one of its Managing Directors or one of its Vice Presidents. The signature
of any of these officers on the Debt Securities may be manual or facsimile.




          Debt 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 Debt
Securities or did not hold such offices at the date of such Debt Securities.




          (b) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of each such
series of such Debt Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Debt Securities. The Trustee shall be entitled to receive, prior to
the authentication and delivery of such Debt Securities, the supplemental indenture or the Board
Resolution by or pursuant to which the form and terms of such Debt Securities have been approved
(and, if such form or terms are approved, pursuant to a Board Resolution, an Officers’ Certificate
approving such terms and form), an Officers’ Certificate as to the absence of any event which is,
or after notice or lapse of time or both would become, an Event of Default, and an Opinion of
Counsel stating that:




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




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




     (3) in the event that the form or terms of such Debt Securities have been established
in a supplemental indenture the execution and delivery of such supplemental indenture have
been duly authorized by all necessary corporate action of the Company, such supplemental
indenture has been duly executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee, will constitute a legal, valid and
binding obligation enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and
subject, as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);




     (4) the execution and delivery of such Debt Securities have been duly authorized by all
necessary corporate action of the Company and such Debt Securities have been duly executed
by the Company, and, assuming due authentication by the Trustee and delivery by the Company,
will constitute the legal, valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, entitled to the benefit of the Indenture,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law);




     (5) that all laws and requirements hereunder in respect of the execution and delivery
by the Company of such Debt Securities have been complied with; and




     (6) such other matters as the Trustee may reasonably request.



          (c) If all the Debt Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and Officers’ Certificates at the time of issuance of
each Debt Security, but such opinion and certificate, with appropriate modifications, shall be
delivered at or before the time of issuance of the first Debt Security of such series. Any request
by the Company that the Trustee authenticate Debt Securities of such series will be deemed to be a
certification by the Company that (i) all conditions precedent provided for in this Indenture
relating to the authentication and delivery of such Debt Securities have been complied with and
(ii) there has not occurred an event which is, or after notice or lapse of time or both, would
become an Event of Default.




          Notwithstanding the above, if the terms of Debt Securities are to be established pursuant to a
supplemental indenture, the Company shall deliver to the Trustee, together with such supplemental
indenture, the Opinion of Counsel referred to in subsection (b), above, and the




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Officers’ Certificate, referred to in subsection (b), above, regarding the absence of an Event
of Default.




          (d) The Trustee shall not be required to authenticate such Debt Securities if the issuance of
such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Debt Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee or if the Trustee determines that such authentication may not
lawfully be made or if the Trustee reasonably determines that such authentication would be
prejudicial to the Holders of Outstanding Debt Securities.




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




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




          SECTION 304. Temporary Debt Securities.




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




          Except in the case of temporary Debt Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Debt Securities of such series, the temporary Debt
Securities of such series shall be exchangeable for definitive Debt Securities of such series upon
surrender of the temporary Debt Securities of such series at the office or agency of the Company in
a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Debt Securities of the same series of authorized denominations and of the same Stated Maturity.
Unless otherwise specified as contemplated by Section 301 with respect to temporary Debt Securities
in global form until so exchanged, the temporary Debt Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Debt Securities of
such series.




          SECTION 305. Registration, Registration of Transfer and Exchange.




          The Company shall cause to be kept at one of its offices or agencies maintained pursuant to
Section 1002 a register (the register maintained in such office being herein




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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 Debt Securities
and of transfers of Debt Securities. Said office or agency is hereby appointed “Security
Registrar” for the purpose of registering Debt Securities and transfers of Debt Securities as
herein provided.




          Upon surrender for registration of transfer of any Debt Security of any series at the office
or agency of the Company maintained for such purpose, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Debt Securities of the same series of any authorized denomination or denominations, of
like tenor and aggregate principal amount.




          Unless otherwise specified as contemplated by Section 301 with respect to Debt Securities in
global form at the option of the Holder, Debt Securities of any series may be exchanged for other
Debt Securities of the same series containing identical terms and provisions of any authorized
denomination or denominations, of like aggregate principal amount, upon surrender of the Debt
Securities to be exchanged at such office or agency. Whenever any Debt Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debt Securities which the Holder making the exchange is entitled to receive.




          Notwithstanding the foregoing, unless otherwise specified as contemplated in Section 301, any
global Debt Security shall be exchangeable for definitive Debt Securities only if (i) the
depository is at any time unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 60 days of the date the Company is so informed in
writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that
such global Debt Security shall be so exchangeable, or (iii) an Event of Default has occurred and
is continuing with respect to the Debt Securities. If the beneficial owners of interests in a
global Debt Security are entitled to exchange such interests for definitive Debt Securities, then
without unnecessary delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive Debt Securities in such
form and denominations as are required by or pursuant to this Indenture, and of the same series,
containing identical terms and in aggregate principal amount equal to the principal amount of, such
global Debt Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Debt Security shall be surrendered from time to time by
the depository specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and such depository, as the case may be (which instructions shall
be in writing but need be contained in or accompanied by an Officers’ Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Debt Securities as described above without charge. The Trustee shall authenticate and
make available for delivery, in exchange for each portion of such surrendered global Debt Security,
a like aggregate principal amount of definitive Debt Securities of the same series of authorized
denominations and of like tenor as the portion of such global Debt Security to be exchanged;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Debt Securities of the same series and
continuing identical terms to be redeemed and ending on the




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relevant Redemption Date. Promptly following any such exchange in part, such global Debt
Security shall be returned by the Trustee to such depository. If a Debt Security is issued in
exchange for any portion of a global Debt Security after the close of business at the office or
agency of the Company for such Debt Security where such exchange occurs on or after (i) any Regular
Record Date for such Debt Security and before the opening of business at such office or agency on
the next Interest Payment Date, or (ii) any Special Record Date for such Debt Security and before
the opening of business at such office or agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Debt Security,
but shall be payable on such Interest Payment Date or proposed date for payment, as the case may
be, only to the Person to whom interest in respect of such portion of such global Debt Security
shall be payable in accordance with the provisions of this Indenture.




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




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




          No service charge shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer, registration of transfer
or exchange of Debt Securities, other than exchanges pursuant to Section 304, 907 or 1107 not
involving any transfer.




          Except as otherwise provided in or pursuant to this Indenture the Company shall not be
required (i) to issue, register the transfer of or exchange Debt Securities of any particular
series during a period beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of Debt Securities of such series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, (ii) to register the transfer
of or exchange any Debt Security called for redemption in whole or in part, except the unredeemed
portion of any Debt Security being redeemed in part, or (iii) to issue, register the transfer of or
exchange any Debt Security which has been surrendered for repayment at the option of the Holder
thereof, except the portion, if any, of such Debt Security not to be so repaid.




          SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.




          If (i) any mutilated Debt Security is surrendered to the Trustee, or (ii) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt
Security, and 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 Debt Security has been acquired by a bona fide




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purchaser, the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Debt Security or in lieu of any such
destroyed, lost or stolen Debt Security, a new Debt Security containing identical provisions and of
like principal amount bearing a number not contemporaneously outstanding.




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




          Upon the issuance of any new Debt 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 Debt Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Debt Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt 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 Debt Securities of that series duly issued hereunder.




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




          SECTION 307. Payment of Interest; Interest Rights Preserved.




          (a) Unless otherwise specified as contemplated by Section 301, interest on any Debt 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 Debt Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, except that in
the case of a Debt Security issued between a Regular Record Date and the initial Interest Payment
Date relating to such Regular Record Date, interest for the period beginning on the date of issue
and ending on such initial Interest Payment Date shall be paid to the person to whom such Debt
Security shall have been originally issued. Unless otherwise specified as contemplated by Section
301, at the option of the Company, payment of interest on any Debt Security may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register.




          Unless otherwise specified as contemplated by Section 301, any interest on any Debt Security
of any series 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
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in
Clause (1) or (2) below:





     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debt Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date



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




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



          (b) The provisions of this Section 307(b) may be made applicable to any series of Debt
Securities issued pursuant to Section 301 (with such modifications, additions or substitutions as
may be specified pursuant to such Section 301). The interest rate (or the spread and/or spread
multiplier used to calculate such interest rate, if applicable) on any Debt Security of such series
may be reset by the Company at its option on the date or dates specified in such Debt Security
(each, an “Optional Reset Date”). The Company may exercise such option with respect to any such
Debt Security by notifying the Trustee of such exercise at least 45 but not more than 60 calendar
days prior to an Optional Reset Date for such Debt Security. If the Company so notifies the
Trustee of such exercise, not later than 40 calendar days prior to such Optional Reset Date the
Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Debt
Security a notice (the “Reset Notice”) indicating (i) that the Company has elected to reset the
interest rate (or the spread and/or spread multiplier used to calculate such interest rate, if
applicable), (ii) such new interest rate (or such new spread and/or spread multiplier, if
applicable) and (iii) the provisions, if any, for redemption by the Company during the period from
such Optional Reset Date to the next Optional Reset Date or, if there is no such next Optional
Reset Date, to the Stated Principal Maturity of such Debt Security (each such period, a “Subsequent
Interest Period”), including the date or dates on which, or the period or




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periods during which, and the price or prices at which such redemption may occur during such
Subsequent Interest Period.




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




          If the provisions of Section 307(b) are made applicable to any Debt Security and the Company
notifies the Trustee of the exercise of its option to reset the interest rate (or the spread and/or
spread multiplier used to calculate such interest rate, if applicable) on such Debt Security on an
Optional Reset Date, the Holder of such Debt Security will have the option to elect repayment by
the Company of such Debt Security on such Optional Reset Date at a price equal to the principal
amount thereof plus any accrued interest to such Optional Reset Date. In order to obtain repayment
of such Debt Security on such Optional Reset Date, the Holder must follow the procedures set forth
in Section 1403 for repayment at the option of Holders, except that (i) the period for delivery of
such Debt Security or notification to the Trustee shall be at least 25 but not more than 35
calendar days prior to such Optional Reset Date and (ii) if the Holder has surrendered such Debt
Security for repayment following receipt of the Reset Notice, the Holder may revoke such surrender
for repayment by written notice to the Trustee received prior to 5:00 P.M., New York City time, on
the tenth calendar day prior to such Optional Reset Date.




          Subject to the foregoing provisions of this Section and Section 305, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Debt Security.




          SECTION 308. Persons Deemed Owners.




          Prior to due presentment of a Debt Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Debt
Security is registered as the owner of such Debt Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Debt
Security and for all other purposes whatsoever, whether or not such Debt Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.




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          No holder of any beneficial interest in any global Debt Security held on its behalf by a
depository shall have any rights under this Indenture with respect to such global Debt Security,
and such depository may be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the owner of such global Debt Security for all purposes whatsoever. None of the
Company, the Trustee nor any agent of the Company or the Trustee 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 Debt Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.




          SECTION 309. Cancellation.




          Unless otherwise provided with respect to a series of Debt Securities, all Debt Securities
surrendered for payment, redemption, repayment, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all Debt Securities so
delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Debt Securities held by the Trustee shall be
retained by the Trustee for such period as it may, in its sole discretion, determine, unless, by a
Company Order, the Company shall direct that the cancelled Debt Securities be returned to it.




          SECTION 310. Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 for Debt Securities of any
series, interest on the Debt Securities of each series shall be computed on the basis of a year of
twelve 30-day months.




          SECTION 311. Payment in Currencies.




          (a) Payment of the principal of (and premium, if any) and interest on the Debt Securities of
any series shall be made in the currency or currencies specified pursuant to Section 301;
provided that in the case of Debt Securities of a series denominated in one or more Foreign
Currencies the Holder of a Debt Security of such series may elect to receive such payment in
Dollars if authorized pursuant to Section 301(12).




          A Holder may make such election by delivering to the Trustee a written notice thereof,
substantially in the form attached hereto as Exhibit A or in such other form as may be acceptable
to the Trustee, not later than the close of business on the Regular or Special Record Date
immediately preceding the applicable Interest Payment Date or the fifteenth day immediately
preceding the Maturity of an installment of principal, as the case may be. Such election shall
remain in effect with respect to such Holder until such Holder delivers to the Trustee a written
notice rescinding such election, provided that any such notice must be delivered to the
Trustee not later than the close of business on the Regular or Special Record Date immediately
preceding the next Interest Payment Date or the fifteenth day immediately




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preceding the Maturity of an installment of principal, as the case may be, in order to be
effective for the payment to be made thereon; and provided, further, that no such
rescission may be made with respect to payments to be made on any Debt Security with respect to
which notice of redemption has been given by the Company pursuant to Article Eleven or a notice of
option to elect repayment has been sent by a Holder or transferee pursuant to Article Fourteen.




          (b) If at least one Holder has made the election referred to in subsection (a) above to
receive payments in Dollars on a series of Debt Securities denominated in one or more Foreign
Currencies, then the Trustee shall deliver to the Company, not later than the fourth Business Day
after the Regular or Special Record Date with respect to an Interest Payment Date or the tenth day
immediately preceding the Maturity of an installment of principal, as the case may be, a written
notice specifying the amount of principal of (and premium, if any) and interest on such series of
Debt Securities to be paid in Dollars on such payment date.




          (c) Except as otherwise specified as contemplated by Section 301 hereof, if at least one
Holder has made the election referred to in subsection (a) above to receive payments in Dollars on
a series of Debt Securities denominated in one or more Foreign Currencies, then the amount
receivable by Holders of a series of Debt Securities who have elected payment in Dollars shall be
determined by the Company on the basis of the applicable Exchange Rate set forth in the applicable
Exchange Rate Officer’s Certificate. The Company shall deliver, not later than the eighth day
following each Regular or Special Record Date or the sixth day immediately preceding the Maturity
of an installment of principal, as the case may be, to the Trustee an Exchange Rate Officer’s
Certificate in respect of the payments to be made to such Holders on such payment date.




          (d) (i) If the Foreign Currency in which a series of Debt Securities is denominated is not
available to the Company for making payment thereof due to the imposition of exchange controls or
other circumstances beyond the control of the Company, then with respect to each date for the
payment of principal of (and premium, if any) and interest on such series of Debt Securities
occurring after the final date on which the Foreign Currency was so used, all payments with respect
to the Debt Securities of any such series shall be made in Dollars. If payment is to be made in
Dollars to the Holders of any such series of Debt Securities pursuant to the provisions of the
preceding sentence, then the amount to be paid in Dollars on a payment date by the Company to the
Trustee and by the Trustee or any Paying Agent to Holders shall be determined by an Exchange Rate
Agent and shall be equal to the sum obtained by converting the specified Foreign Currency into
Dollars at the applicable Exchange Rate, or if no rate is quoted for such Foreign Currency, the
last date such rate is quoted.




          (ii) If any composite currency in which a Debt Security is denominated or payable ceases to
be used for the purposes for which it was established or is not available due to circumstances
beyond the control of the Company, then with respect to each date for the payment of principal of
(and premium, if any) and interest on a series of Debt Securities denominated in such composite
currency (the “Conversion Date”) occurring after the last date on which the composite currency was
so used, all payments with respect to the Debt Securities of any such series shall be made in
Dollars. If payment with respect to Debt Securities of a series denominated in a composite
currency is to be made in Dollars pursuant to the provisions of the preceding sentence, then the
amount to be paid in Dollars on a payment date by the Company to




-28-









 







the Trustee and by the Trustee or any Paying Agent to Holders shall be determined by an
Exchange Rate Agent and shall be equal to the sum of the amounts obtained by converting each
Component of such composite currency into Dollars at its respective Exchange Rate, multiplied by
the number of units of the composite currency that would have been so paid had the composite
currency not ceased to be so used.




          (e) All decisions and determinations of an Exchange Rate Agent regarding the Exchange Rate or
conversion of Foreign Currency (other than a composite currency) into Dollars pursuant to
subsection (d) (i) above or the conversion of a composite currency into Dollars pursuant to
subsection (d) (ii) shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee, any Paying Agent and all Holders of the Debt
Securities. If a Foreign Currency (other than a composite currency) in which payment of a series
of Debt Securities may be made, pursuant to subsection (a) above, is not available to the Company
for making payments thereof due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company, after learning thereof, will give notice thereof to
the Trustee immediately (and the Trustee promptly thereafter will give notice to the Holders in the
manner provided in Section 106) specifying the last date on which the Foreign Currency was used for
the payment of principal of (and premium, if any) or interest on such series of Debt Securities.
In the event any composite currency in which a Debt Security is denominated or payable ceases to be
used for the purposes for which it was established or is not available due to circumstances beyond
the control of the Company, the Company, after learning thereof, will give notice thereof to the
Trustee immediately (and the Trustee promptly thereafter will give notice to the Holders in the
manner provided in Section 106). In the event of any subsequent change in any Component, the
Company, after learning thereof, will give notice to the Trustee similarly (and the Trustee
promptly thereafter will give notice to the Holders in the manner provided in Section 106). The
Trustee shall be fully justified and protected in relying and acting upon the information so
received by it from the Company and shall not otherwise have any duty or obligation to determine
such information independently.




          SECTION 312. Optional Extension of Stated Principal Maturity.




          The provisions of this Section 312 may be made applicable to any series of Debt Securities
issued pursuant to Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Principal Maturity of any Debt Security of
such series may be extended by the Company at its option for the period or periods specified in
such Debt Security (each such period, an “Extension Period”) up to but not beyond the date (the
“Final Maturity”) specified in such Debt Security. The Company may exercise such option with
respect to any such Debt Security by notifying the Trustee of such exercise at least 45 but not
more than 60 calendar days prior to the Stated Principal Maturity of such Debt Security then in
effect (the “Current Stated Principal Maturity”). If the Company so notifies the Trustee of such
exercise, not later than 40 calendar days prior to the Current Stated Principal Maturity the
Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Debt
Security a notice (the “Extension Notice”) indicating (i) that the Company has elected to extend
the Current Stated Principal Maturity, (ii) the new Stated Principal Maturity and the Final
Maturity, (iii) the interest rate (or the spread and/or spread multiplier used to calculate such
interest rate, if applicable) applicable to the Extension Period and (iv) the provisions, if any,
for redemption by the Company during such Extension Period, including the date or dates on which,




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or the period or periods during which, and the price or prices at which such redemption may
occur during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice to the
Holder of such Debt Security, the Current Stated Principal Maturity of such Debt Security shall be
extended automatically and, except as modified by the Extension Notice and as described in the next
two paragraphs, such Debt Security will have the same terms as prior to the transmittal of such
Extension Notice.




          Notwithstanding the foregoing, not later than 20 calendar days prior to the Current Stated
Principal Maturity of such Debt Security, the Company may, at its option, revoke the interest rate
(or the spread and/or spread multiplier used to calculate such interest rate, if applicable)
provided for in the Extension Notice and establish an interest rate (or a spread and/or spread
multiplier used to calculate such interest rate, if applicable) that is higher than the interest
rate (or the spread and/or spread multiplier, if applicable) provided for in the Extension Notice
for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section
106, notice of such higher interest rate (or such higher spread and/or spread multiplier, if
applicable) to the Holder of such Debt Security. Such notice shall be irrevocable. All Debt
Securities with respect to which the Current Stated Principal Maturity is extended, and with
respect to which the Holders of such Debt Securities have not surrendered such Debt Securities for
repayment (or have validly revoked any such surrender), will bear such higher interest rate (or
such higher spread and/or spread multiplier, if applicable).




          If the provisions of this Section 312 are made applicable to any Debt Security and the Company
notifies the Trustee of the exercise of its option to extend the Current Stated Principal Maturity
of such Debt Security, the Holder of such Debt Security will have the option to elect repayment of
such Debt Security by the Company on the Current Stated Principal Maturity at a price equal to the
principal amount thereof plus any accrued interest to the Current Stated Principal Maturity. In
order to obtain repayment of such Debt Security on the Current Stated Principal Maturity, the
Holder must follow the procedures set forth in Section 1403 for repayment at the option of Holders,
except that (i) the period for delivery of such Debt Security or notification to the Trustee shall
be at least 25 but not more than 35 calendar days prior to the Current Stated Principal Maturity
and (ii) if the Holder has surrendered such Debt Security for repayment following receipt of the
Extension Notice, the Holder may revoke such surrender for repayment prior to 5:00 P.M., New York
City time, on the tenth calendar day prior to the Current Stated Principal Maturity.




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ARTICLE FOUR




SATISFACTION AND DISCHARGE




          SECTION 401. Satisfaction and Discharge of Indenture.




          This Indenture shall upon a Company Request cease to be of further effect with respect to any
series of Debt Securities specified therein (except as to any surviving rights of registration of
transfer or exchange of Debt Securities of such series herein expressly provided for and rights to
receive payments of principal, premium and interest thereon) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when




          (1) either





     (A) all Debt Securities of such series theretofore authenticated and delivered
(other than (i) Debt 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) Debt
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
Section 1003) have been delivered to the Trustee for cancellation; or




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




     (i) have become due and payable, or




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




     (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice 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 irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the Required Currency sufficient to pay and discharge the entire
indebtedness on such Debt Securities for principal (and premium, if any) and
interest to the date of such deposit (in the case of Debt Securities which 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 Outstanding Debt Securities of such series; and



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



          In the event that there are Debt Securities of two or more series hereunder, the Trustee shall
be required to execute an instrument acknowledging satisfaction and discharge of the Indenture only
if requested to do so with respect to the Debt Securities of such series as to which it is Trustee
and if the other conditions thereto are met.




          Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Debt Securities, the obligations of the Company pursuant to Section 115, the obligations of the
Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee
pursuant to Subclause (B) of Clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.




          SECTION 402. Application of Trust Money.




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




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ARTICLE FIVE




REMEDIES




          SECTION 501. Events of Default.




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





     (1) the entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or appointing under any such law a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or ordering under any such law the
winding up or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or




     (2) the commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or the consent by it to the entry of an order for
relief in an involuntary case under any such law or to the appointment under any such law of
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the making by it
under any such law of an assignment for the benefit of creditors, or the admission by it in
writing under any such law of its inability to pay its debts generally as they become due,
or the taking of any corporate action in furtherance of any of the foregoing; or




     (3) any other Event of Default provided, by means of an indenture supplemental hereto
or pursuant to Section 301, with respect to Debt Securities of that series.



          SECTION 502. Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default with respect to Debt Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders of not less than
25% in aggregate principal amount of Outstanding Debt Securities of such series may declare the
principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such series) of all the
Debt Securities of such series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.




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




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




     (C) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest on each Debt Security at the rate or rates
prescribed therefor in such Debt Securities, and




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




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


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




          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 Debt Security
when such interest becomes due and payable and such default continues for a period of 30
days, or




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


the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
such Debt Securities, the amount then due and payable on such Debt Securities for principal (and
premium, if any) and interest and, to the extent that payment of such interest shall be legally
enforceable, interest upon the overdue principal (and premium, if any) and upon overdue




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installments of interest, at the rate or rates prescribed therefor in such Debt Securities; and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




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




          “Default”, wherever used herein with respect to Debt Securities of any series, means any one
of the following events (whatever the reason for such Default and whether it shall be voluntary or
involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):





     (1) an Event of Default with respect to that series specified in Section 501; or




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




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




     (4) default in the deposit of any sinking fund payment when and as due by the terms of
a Debt Security of such series; or




     (5) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture or the Debt Securities (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the benefit of Debt
Securities of a series other than such series), 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
aggregate principal amount of the Outstanding Debt 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




     (6) the entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other Federal or State bankruptcy, insolvency
or other similar law, or appointing a receiver, liquidator, assignee, custodian, 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



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




     (7) the commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or other similar law, or the consent by it to the entry of an order for relief in
an involuntary case under any such law or to the appointment of a receiver, liquidator,
assignee, custodian, 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 any corporate action in furtherance of any of the
foregoing; or




     (8) any other Defaults provided, by means of an indenture supplemental hereto or
pursuant to Section 301, with respect to the Debt Securities of such series.



          If a Default with respect to Debt Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
holders of Debt Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.




          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 proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter constituted,
relative to the Company or any other obligor upon the Debt Securities of a particular series or the
property of the Company or such other obligor or their creditors, the Trustee (irrespective of
whether the principal of such Debt 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 proceeding 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 Debt Securities of such series and to file
such other papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and




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


and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or other similar
official) in any such proceeding is hereby authorized by each Holder (i) to make such payments to
the Trustee, and (ii) in the event that the Trustee shall consent to the making of such payments




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directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.




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




          SECTION 505. Trustee May Enforce Claims without Possession of Debt
Securities.




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




          SECTION 506. Application of Money Collected.




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





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




     SECOND: To the payment of all Senior Indebtedness of the Company if and to the extent
required by Article Fifteen hereof;




     THIRD: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on the Debt Securities, in respect of which or for the benefit
of which such money has been collected ratably, without preference or priority of any kind,
according to the amounts due and payable on such Debt Securities for principal (and premium,
if any) and interest, respectively. The Holders of each series of Debt Securities
denominated in a Foreign Currency shall be entitled to receive a ratable portion of the
amount determined by an Exchange Rate Agent by converting the principal amount Outstanding
of such series of Debt Securities in the currency in which such series of Debt Securities is
denominated into Dollars at the Exchange Rate as of the date of declaration of acceleration
of the Maturity of the Debt Securities (or, if there is no such rate on such date for the
reasons specified in Section 311(d) of the Indenture, such rate on the date specified in
such Section); and




     FOURTH: The balance, if any, to the Person or Persons entitled thereto.



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          SECTION 507. Limitation on Suits.




          No Holder of any Debt 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
Default with respect to the Debt Securities of such series;




     (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of such series shall have made written request to the Trustee to institute
proceedings in respect of such 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 at maturity of
the Outstanding Debt Securities of such series;


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




          SECTION 508. Unconditional Right of Holders to Receive Principal, Premium (if
any) and Interest.




          Notwithstanding any other provision in this Indenture, the Holder of any Debt 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 Debt Security on the respective
Stated Maturity or Maturities expressed in such Debt Security (or, in the case of redemption, on
the Redemption Date or, in the case of repayment, on the Repayment Date) 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 Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and




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




          SECTION 510. Rights and Remedies Cumulative.




          Except as otherwise provided in Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders 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 Debt Security to exercise any
right or remedy accruing upon any Default shall impair any such right or remedy or constitute a
waiver of any such Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be.




          SECTION 512. Control by Holders.




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





     (1) if the Trustee being advised by counsel shall determine that the action so directed
may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer
or Officers of the Trustee, determine that the proceedings would be illegal or in conflict
with this Indenture or involve it in personal liability; and




     (2) subject to the provisions of Section 601, if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so
directed would be unjustly prejudicial to the Holders of Debt Securities of such series not
joining in any such direction, and 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 aggregate principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all the Debt Securities of any such series
waive any past default hereunder with respect to such series and its consequences, except a default




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




          (b) 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 Debt Security of such series
affected.




          Upon any such waiver, such default shall cease to exist, and any 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 Debt 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, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding more
than 10% in aggregate principal amount of the Outstanding Debt Securities of any series, or to any
suit instituted by any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Debt Security on or after the respective Stated Maturity or Maturities
expressed in such Debt Security (or, in the case of redemption or repayment, on or after the
related 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) With respect to Debt Securities of any series, except during the continuance of an Event
of Default with respect to the Debt Securities of such series,





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




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



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




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





     (1) this Subsection 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 than the Trustee was negligent in
ascertaining the pertinent facts; and




     (3) the Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Debt Securities of any series in good faith in
accordance with the direction of the Holders of a majority in aggregate principal amount of
the Outstanding Debt Securities of such 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.



          (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties




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hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.




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




          SECTION 602. Notice of Defaults.




          Within 90 days after the occurrence of any default hereunder with respect to Debt Securities
of any series, the Trustee shall transmit by mail to all Holders of Debt Securities of such series,
as their names and addresses appear in the Security Register, notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series or in the payment of any sinking
fund installment with respect to Debt 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 interest of the Holders of Debt Securities of such
series. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Default with respect to Debt Securities of such
series.




          SECTION 603. Certain Rights of Trustee.




          Subject to Sections 315(a) through (d) of the Trust Indenture Act:




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




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




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          (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 Holders of Debt Securities pursuant
to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it 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, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company
relevant to the facts or matters that are the subject of its inquiry, personally or by agent or
attorney at the sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation;




          (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;




          (h) the Trustee shall not be charged with knowledge of any Event of Default with respect to
the Debt Securities of any series for which it is acting as Trustee unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of the Event of Default or (2) written notice of
such Event of Default shall have been given to the Trustee by the Company or any other obligor on
such Debt Securities or by any Holder of such Debt Securities;




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




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




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




          (l) the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.




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          SECTION 604. Not Responsible for Recitals or Issuance of Debt Securities.




          The recitals contained herein and in the Debt Securities, except the Trustee’s 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 Debt Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or the proceeds
thereof.




          SECTION 605. May Hold Debt 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 Debt Securities, and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, 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.




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




          SECTION 607. Compensation and Reimbursement.




          The Company agrees





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




     (2) 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 those incurred in connection with any application to the
Commission for a stay pursuant to Section 310(b) of the Trust Indenture Act (whether or not
granted) and the reasonable compensation and the reasonable 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




     (3) to indemnify the Trustee or any predecessor Trustee and their agents for, and to
hold them harmless against, any loss, damage, claims, liability or expense (including
attorneys’ fees and expenses) incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this trust or performance
of its duties hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder or in
connection with enforcing the provisions of this Section.



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          As security for the performance of the obligations of the Company under this Section the
Trustee shall have a claim prior to the Debt 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 Debt Securities.




          SECTION 608. Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder that is a corporation eligible to act as such
pursuant to the terms of the Trust Indenture Act and that has a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of 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. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.




          SECTION 609. Resignation and Removal; Appointment of Successor.




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




          (b) The Trustee may resign at any time with respect to the Debt Securities of one or more
series 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 (or notice of removal pursuant to the following paragraph (c)), the
resigning Trustee may, at the cost of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debt Securities of such series.




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




          (d) If at any time:





     (1) the Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to the Debt Securities of any series after
written request therefor by the Company or by any Holder who has been a bona fide Holder of
a Debt Security of such series for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 608 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




     (3) the Trustee shall become incapable of acting or a decree or order for relief by a
court having jurisdiction in the premises shall have been entered in respect of the Trustee
in an involuntary case under the Federal bankruptcy laws, as now or hereafter



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constituted, or any other applicable Federal or State bankruptcy, insolvency or similar
law; or a decree or order by a court having jurisdiction in the premises shall have been
entered for the appointment of a receiver, custodian, liquidator, assignee, trustee,
seques-trator (or other similar official) of the Trustee or of its property or affairs, or
any public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation, winding up or liquidation; or




     (4) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking possession by a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Trustee or its property or affairs, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as they become
due, or shall take corporate action in furtherance of any such action,


then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect
to all Debt Securities or the Debt Securities of such series, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder who has been a bona fide Holder of a Debt Security of any
series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee for the Debt Securities
of such series and the appointment of a successor Trustee.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Debt Securities of one or
more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Debt Securities of
one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Debt Securities of any particular series) and shall comply with the applicable requirements
of Section 610. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Debt Securities of such series and to that extent supersede
the successor Trustee appointed by the Company if no successor Trustee with respect to the Debt
Securities of any series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a
Debt Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.




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




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successor Trustee with respect to the Debt Securities of such series and the address of its
Corporate Trust Office.




          SECTION 610. Acceptance of Appointment by Successor.




          (a) In the case of an appointment hereunder of a successor Trustee with respect to all Debt
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject to its lien, if any, provided for in Section 607.




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Debt Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debt Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Debt Securities
of that or those series to which the appointment of such successor Trustee relates.




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




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




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




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




          SECTION 612. Preferential Collection of Claims.




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





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ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




          SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.




          In accordance with Section 312(a) of the Trust Indenture Act, the Company will furnish or
cause to be furnished to the Trustee with respect to Debt Securities of each series for which it
acts as Trustee:




          (a) semiannually, not more than 15 days after the Regular Record Date in respect of the Debt
Securities of such series or on June 30 and December 31 of each year with respect to each series of
Debt Securities for which there are no Regular Record Dates, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or
June 15 or December 15, as the case may be, and




          (b) 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;



provided, however, that if and so long as the Trustee shall be the Security
Registrar for Debt Securities of a series, no such list need be furnished with respect to such
series of Debt Securities.




          SECTION 702. Preservation of Information; Communications to Holders.




          (a) The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of
the Trust Indenture Act.




          (b) Every Holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses of the Holders in
accordance with Section 312 of the Trust Indenture Act, 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 312(b) of the Trust Indenture Act.




          SECTION 703. Reports by Trustee.




          (a) Within 120 days after December 31 of each year commencing with the first December 31 after
the first issuance of Debt Securities pursuant to this Indenture the Trustee shall transmit to the
Holders of Debt Securities, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, a brief report based as of such December 31, if required by Section 313(a) of the
Trust Indenture Act. The Trustee also shall comply with Section 313(b) of the Trust Indenture Act
and shall transmit to Holders such other reports, if any, as may be required pursuant to the Trust
Indenture Act.




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          (b) Reports pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture Act.




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




          SECTION 704. Reports by Company.




          The Company, pursuant to Section 314(a) of the Trust Indenture Act, 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 Holders, as their names and addressees appear in the
Security Register, within 30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, 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.



          Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).




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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 corporation or convey or
transfer its properties and assets substantially as an entirety to any Person, unless:





     (1) the corporation 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 a corporation organized and existing under the laws of
the United States of America, any political subdivision thereof or any State thereof 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 Debt 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 Corporation Substituted.




          Upon any consolidation with or merger into any other corporation, or any conveyance or
transfer of the properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or into which the Company
is merged or the successor Person to which such conveyance or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor had been named as the Company herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under this Indenture and
the Debt Securities.




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ARTICLE NINE




SUPPLEMENTAL INDENTURES




          SECTION 901. Supplemental Indentures without Consent of Holders.




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





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




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




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




     (4) to add or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Debt Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons; or




     (5) to change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination shall either (i) become effective only when there is no
Debt Security Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision or (ii) shall neither (A) apply
to any Debt Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Debt Security with respect to such provision; or




     (6) to establish the form or terms of Debt Securities of any series as permitted by
Sections 202 and 301; or




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




     (8) to secure the Debt Securities; or



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




     (10) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the Trust Indenture
Act or under any similar federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required under the Trust Indenture Act.



          SECTION 902. Supplemental Indentures with Consent of Holders.




          With the consent of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Debt Securities of each series affected by such supplemental indenture, 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 under this Indenture of
such Debt Securities; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Debt Security affected thereby,





     (1) change the Stated Principal Maturity (except as permitted pursuant to Section 312
hereof) of the principal of, or change the Stated Maturity of any installment of interest
on, any Debt Security, or reduce the principal amount thereof or, except as permitted
pursuant to Section 307(b) hereof, the interest thereon or any premium payable upon
redemption or repayment thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, or adversely affect any right of repayment at the
option of a Holder of any Debt Security, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund or analogous provisions of any Debt Security, or
change any Place of Payment, or the coin or currency or currency unit in which any Debt
Security or the interest thereon is payable, or change or eliminate the rights of a Holder
under Section 311, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment,
on or after the Redemption Date or the Repayment Date, as the case may be), or




     (2) reduce the percentage in aggregate principal amount of the Outstanding Debt
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 provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or



-53-









 






     (3) make any change relating to the subordination of the Debt Securities in a manner
adverse to the Holders of such Debt Securities; or




     (4) modify any of the provisions of this Section or Section 513, 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 Debt Security
affected thereby.



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




          A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Debt Securities, or which modifies the rights of the Holders of Debt 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 Debt Securities of any other series.




          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 315 of the Trust Indenture Act) 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 Debt Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.




          SECTION 905. Notice to Holders.




          Promptly after the execution by the Company and the Trustee of any supplemental indenture
under Section 902 of this Article, the Company shall transmit by mail a notice, setting forth in
general terms the substance of such supplemental indenture, to all Holders of Debt Securities, as
the names and addresses of such Holders appear on the Security Register for each series of Debt
Securities.




          SECTION 906. Conformity with Trust Indenture Act.




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




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          SECTION 907. Reference in Debt Securities to Supplemental Indentures.




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




          SECTION 908. Subordination Unimpaired.




          This Indenture may not be amended to alter the subordination of any of the Outstanding Debt
Securities without the written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.




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ARTICLE TEN




COVENANTS




          SECTION 1001. Payment of Principal, Premium and Interest.




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




          SECTION 1002. Maintenance of Office or Agency.




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




          The Company may also from time to time designate one or more other offices or agencies (in or
outside of such Place of Payment) where the Debt Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in each Place of
Payment for any series of Debt Securities, for such purposes. The Company will give prompt written
notice to the Trustee of any such designation and any change in the location of any such other
office or agency.




          Unless otherwise set forth in, or pursuant to, a Board Resolution or indenture supplemental
hereto with respect to a series of Debt Securities, the Company hereby initially designates as the
Place of Payment for each series of Debt Securities, the Borough of Manhattan, The City and State
of New York, and initially appoints the Trustee at its Corporate Trust Office as the Company’s
office or agency for each such purpose in such city.




          SECTION 1003. Money for Debt Securities Payments to Be Held in Trust.




          If the Company shall at any time act as its own Paying Agent with respect to any series of
Debt Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Debt 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 so to act.




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          Whenever the Company shall have one or more Paying Agents with respect to any series of Debt
Securities, it will, prior to or on each due date of the principal (and premium, if any) or
interest on any Debt Securities of such series, deposit with a 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, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to
act.




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





     (1) hold all sums held by it for the payment of the principal of (and premium, if any)
or interest on Debt 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 Debt Securities of such series) in the making of any payment of principal of (and
premium, if any) or interest on the Debt Securities of such series; and




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



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




          Unless otherwise specified as contemplated by Section 301, 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 Debt Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Debt Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City and State of New
York, and each Place of Payment with respect to Debt




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Securities of the series with respect to which such moneys are so held or cause to be mailed
to each such Holder, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to the Company.




          SECTION 1004. Investment Company Act.




          The Company will not take any action if as a result thereof it would be required to register
as an investment company under the Investment Company Act of 1940, as amended.




          SECTION 1005. Officers’ Certificate as to Default.




          The Company will deliver to the Trustee, on or before a date not more than four months after
the end of its fiscal year ending after the date hereof, an Officers’ Certificate from its
principal executive officer, principal financial officer or principal accounting officer, stating
whether or not to the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided hereunder), and, if the
Company shall be in default, specifying all such defaults and the nature thereof of which the
signer of such Officers’ Certificate may have knowledge.




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ARTICLE ELEVEN




REDEMPTION OF DEBT SECURITIES




          SECTION 1101. Applicability of Article.




          Debt Securities of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 301 for Debt Securities of any series) in accordance with this Article.




          SECTION 1102. Election to Redeem, Notice to Trustee.




          The election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all of the Debt
Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Debt Securities of such series to be redeemed.
In the case of any redemption of Debt Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Debt Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.




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




          If less than all the Debt Securities of any series are to be redeemed, the particular Debt
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Debt Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for Debt
Securities of such series or any integral multiple thereof) of the principal amount of Debt
Securities of such series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series.




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




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




          SECTION 1104. Notice of Redemption.




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




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          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price,




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




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




     (5) the Place or Places of Payment where such Debt Securities are to be surrendered for
payment of the Redemption Price,




     (6) that the redemption is in connection with a sinking fund, if such is the case, and




     (7) if applicable, the CUSIP number for such Debt Security.



          Notice of redemption of Debt 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.




          On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency in which the Debt Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Debt Securities
of such series and except, if applicable, as provided in Section 311) sufficient to pay the
Redemption Price of, and (unless otherwise specified pursuant to Section 301 for the Debt
Securities of such series and the Redemption Date is an Interest Payment Date) accrued interest on,
all the Debt Securities or portion thereof, as the case may be, which are to be redeemed on that
date.




          SECTION 1106. Debt Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Debt Securities so to be redeemed
shall become due and payable and shall be paid by the Company on the Redemption Date and at the
Redemption Price therein specified and on and after such Redemption Date (unless the Company shall
default in the payment of the Redemption Price and any accrued interest in respect of such Debt
Securities on such Redemption Date) such Debt Securities shall, if the same were interest bearing,
cease to bear interest. Upon surrender of any such Debt Security for redemption in accordance with
said notice, the Redemption Price of such Debt Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to




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the Redemption Date; provided, however, that installments of interest, if any,
on an Interest Payment Date that is prior to the Redemption Date (or, if specified pursuant to
Section 301, that is on the Redemption Date) shall be payable (but without interest thereon, unless
the Company shall default in payment thereof) to the Holder of such Debt Security, or one or more
Predecessor Securities, registered as such at 5:00 P.M., New York City time, on the relevant Record
Date according to its or their terms and the provisions of Section 307.




          If any Debt Security called for redemption shall not be so paid upon surrender thereof, the
Redemption Price shall, until paid, bear interest from the Redemption Date at the rate of interest
(or the manner of calculating the rate of interest) applicable to such Debt Security on the day
prior to the Redemption Date or, in the case of an Original Issue Discount Security, at the yield
to maturity of such Original Issue Discount Security.




          SECTION 1107. Debt Securities Redeemed in Part.




          Any Debt Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company, the Security Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company, the
Security Registrar 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 Debt Security without service charge, a new Debt Security or Debt
Securities of the same series and Stated Maturity, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Debt Security so surrendered. If a Debt Security in global form is so
surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the
depository for such global Debt Security, without service charge, a new Debt Security in global
form in a denomination equal to and in exchange for the unredeemed portion of the principal of the
global Debt Security so surrendered.




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ARTICLE TWELVE




SINKING FUNDS




          SECTION 1201. Applicability of Article.




          The provisions of this Article shall be applicable to any sinking fund for the retirement of
Debt Securities of a series except as otherwise specified as contemplated by Section 301 for Debt
Securities of such series.




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




          SECTION 1202. Satisfaction of Sinking Fund Payments with Debt Securities.




          The Company (1) may deliver Outstanding Debt Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Debt Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Debt Securities or
through the application of permitted optional sinking fund payments pursuant to the terms of such
Debt Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series; provided that such Debt
Securities have not been previously so credited. Such Debt Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such Debt Securities
for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.




          SECTION 1203. Redemption of Debt Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Debt
Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver
to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion thereof, if any, which is
to be satisfied by payment of cash, the portion thereof, if any, which is to be satisfied by
crediting Debt Securities of that series pursuant to Section 1202 and, prior to or concurrently
with the delivery of such Officers’ Certificate, will also deliver to the Trustee any Debt
Securities to be so credited and not theretofore delivered to the Trustee. Not less than 45 days
(unless a shorter period shall be satisfactory to the Trustee) before each such sinking fund
payment date the Trustee shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section




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          1104. Such notice having been duly given, the redemption of such Debt Securities shall be
made upon the terms and in the manner stated in Sections 1105, 1106 and 1107.




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ARTICLE THIRTEEN




DEFEASANCE




          SECTION 1301. Applicability of Article.




          If, pursuant to Section 301, provision is made for the defeasance of Debt Securities of a
series, then the provisions of this Article shall be applicable except as otherwise specified as
contemplated by Section 301 for Debt Securities of such series.




          SECTION 1302. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.




          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 Debt Securities of any series on the 91st day
after the applicable conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set forth in Section
801, with respect to Debt Securities of any series 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 Debt Securities of such series (i) money in the
Required Currency in an amount, or (ii) in the case of Debt Securities denominated in
Dollars, U.S. Government Obligations (as defined below), which through the payment of
interest and principal in respect thereof in accordance with their terms will provide
(without any reinvestment of such interest or principal), 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 at or prior to the time of such deposit, to pay and discharge each
installment-of principal (including any mandatory sinking fund Payments) of, and premium, if
any, and interest on, the Outstanding Debt Securities of such series on the dates such
installments of interest, premium or principal are due;




     (2) the Company shall have delivered to the Trustee an Officers’ Certificate certifying
as to whether the Debt Securities of such series are then listed on the New York Stock
Exchange;




     (3) if the Debt Securities of such series are then listed on the New York Stock
Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Company’s exercise of its option under this Section would not cause such
Debt Securities to be delisted;




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



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deposit as evidenced to the Trustee in an Officers’ Certificate delivered to the
Trustee concurrently with such deposit;




     (5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that (and containing no assumption or qualification) (i) Holders of the Debt 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 and will be subject to
Federal income tax on the same amount and in the same manner and at the same time as would
have been the case if such option had not been exercised, and, in the case of the Debt
Securities of such series being Discharged, accompanied by a ruling to that effect received
from or published by the Internal Revenue Service (it being understood that (A) such Opinion
shall also state that such ruling is consistent with the conclusions reached in such Opinion
and (B) the Trustee shall be under no obligation to investigate the basis or correctness of
such ruling) and (ii) all conditions precedent to the Discharge pursuant to this Section
have been complied with;




     (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Company’s exercise of its option under this provision will not cause any violation
of the Investment Company Act of 1940, as amended, on the part of the Company, the trust,
the trust funds representing the Company’s deposit or the Trustee; and




     (7) the Company shall have paid or duly provided for payment of all amounts then due to
the Trustee pursuant to Section 607.



          “Discharged” means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Debt Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Debt 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 Debt Securities of such series to receive, from the
trust fund described in clause (1) above, payment of the principal of, and premium, if any, and the
interest on such Debt Securities when such payments are due, (B) the Company’s obligations with
respect to the Debt Securities of such series under Sections 305, 306, 1002 and 1303 and (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder, including without
limitation, the provisions of Section 607.




          “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses (i) or (ii) are not
callable or redeemable at the option of the issuer thereof.




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          SECTION 1303. Deposited Moneys and U.S. Government Obligations To Be Held in
Trust.




          All moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 1302
in respect of Debt Securities of a series shall be held in trust and applied by it, in accordance
with the provisions of such Debt Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as it own Paying Agent) as the Trustee may
determine, to the Holders of such Debt Securities, of all sums due and to become due thereon for
principal, premium, if any, and interest, if any, but such money need not be segregated from other
funds except to the extent required by law.




          SECTION 1304. Repayment to Company.




          The Trustee and any Paying Agent shall promptly pay or return to the Company upon Company
Request any money and U.S. Government Obligations held by them at any time that are not required
for the payment of the principal of, and premium, if any, and interest on, the Debt Securities of
any series for which money or U.S. Government Obligations have been deposited pursuant to Section
1302.




          The provisions of the last paragraph of Section 1003 shall apply to any money held by the
Trustee or any Paying Agent under this Article that remains unclaimed for two years after the
Maturity of any series of Debt Securities for which money or U.S. Government Obligations have been
deposited pursuant to Section 1302.





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ARTICLE FOURTEEN




REPAYMENT AT THE OPTION OF HOLDERS




          SECTION 1401. Applicability of Article.




          Repayment of Debt Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Debt Securities and (except as
otherwise specified by the terms of such series established pursuant to Section 301) in accordance
with this Article Fourteen.




          SECTION 1402. Repayment of Debt Securities.




          Debt Securities of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Debt Securities, be repaid at
the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date
specified in or pursuant to the terms of such Debt Securities. On or prior to the Repayment Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money
in the currency in which the Debt Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Debt Securities of such series and except, if applicable,
as provided in Section 311) sufficient to pay the Repayment Price of and (unless otherwise
specified pursuant to Section 301 for the Debt Securities of such series and the Repayment Date is
an Interest Payment Date) accrued interest on, all the Debt Securities or portions thereof, as the
case may be, to be repaid on such date.




          SECTION 1403. Exercise of Option.




          Debt Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form. In order to be repaid at the option of the Holder,
any Debt Security so providing for such repayment, together with the “Option to Elect Repayment”
form duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be
received by or on behalf of the Company at the Place of Payment therefor specified in the terms of
such Debt Security (or at such other place or places of which the Company shall from time to time
notify the Holders of such Debt Securities) not more than 60 nor less than 30 calendar days prior
to the Repayment Date. If less than the entire principal amount of such Debt Security is to be
repaid in accordance with the terms of such Debt Security, the portion of such Debt Security to be
repaid, in increments of the minimum denomination for Debt Securities of such series, and the
denomination or denominations of the Debt Security or Debt Securities to be issued to the Holder
for the portion of such Debt Security surrendered that is not to be repaid, must be specified. Any
Debt Security providing for repayment at the option of the Holder thereof may not be repaid in part
if, following such repayment, the unpaid principal amount of such Debt Security would be less than
the minimum denomination of Debt Securities of the series of which such Debt Security to be repaid
is a part. Except as may be otherwise provided in any Debt Security providing for repayment at the
option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.




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          SECTION 1404. When Debt Securities Surrendered for Repayment Become Due and Payable.




          If Debt Securities of any series providing for repayment at the option of the Holders thereof
shall have been surrendered as provided in this Article Fourteen and as provided by or pursuant to
the terms of such Debt Securities, such Debt Securities or the portions thereof, as the case may
be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment
Date therein specified, and on and after such Repayment Date (unless the Company shall default in
the payment of the Repayment Price and any accrued interest in respect of such Debt Securities on
such Repayment Date) such Debt Securities shall, if the same were interest bearing, cease to bear
interest. Upon surrender of any such Debt Security for repayment in accordance with such
provisions, the Repayment Price of such Debt Security so to be repaid shall be paid by the Company,
together with accrued interest, if any, to the Repayment Date; provided, however,
that installments of interest, if any, on an Interest Payment Date that is prior to the Repayment
Date (or, if specified pursuant to Section 301, that is on the Repayment Date) shall be payable
(but without interest thereon, unless the Company shall default in the payment thereof) to the
Holder of such Debt Security, or one or more Predecessor Securities, registered as such at 5:00
P.M., New York City time, on the relevant Regular Record Date according to its or their terms and
the provisions of Section 307.




          If any Debt Security surrendered for repayment shall not be so repaid upon surrender thereof,
the Repayment Price shall, until paid, bear interest from the Repayment Date at the rate of
interest (or manner of calculating the rate of interest) applicable to such Debt Security on the
day prior to the Repayment Date or, in the case of an Original Issue Discount Security, at the
yield to maturity of such Original Issue Discount Security.




          SECTION 1405. Debt Securities Repaid in Part.




          Upon surrender of any Debt Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Debt Security, without
service charge and at the expense of the Company, a new Debt Security or Debt Securities of the
same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Debt Security so
surrendered which is not to be repaid.




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ARTICLE FIFTEEN




SUBORDINATION OF DEBT SECURITIES




          SECTION 1501. Agreement to Subordinate.




          The Company covenants and agrees, and each holder of Debt Securities issued hereunder and
under any supplemental indenture or by any resolutions by the Board of Directors of the Company
(“Additional Provisions”) by such Holder’s acceptance thereof likewise covenants and agrees, that
all Debt Securities shall be issued subject to the provisions of this Article Fifteen; and each
holder of a Debt Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.




          The payment by the Company of the principal of, premium, if any, and interest on all Debt
Securities shall, to the extent and in the manner hereinafter set forth, be subordinated and junior
in right of payment to the prior payment in full of all Senior Indebtedness of the Company whether
outstanding at the date of this Indenture or thereafter incurred.




          No provision of this Article Fifteen shall prevent the occurrence of any Default or Event of
Default hereunder.




          SECTION 1502. Default on Senior Indebtedness.




          No payment may be made of the principal of, premium, if any, or interest on the Debt
Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of
the Debt Securities, at any time when (i) there is a default in the payment of the principal of,
premium, if any, interest on or otherwise in respect of any Senior Indebtedness, whether at
maturity or at a date fixed for prepayment or by declaration or otherwise, or (ii) any event of
default with respect to any Senior Indebtedness has occurred and is continuing, or would occur as a
result of such payment on the Debt Securities or any redemption, retirement, purchase or other
acquisition of any of the Debt Securities, permitting the holders of such Senior Indebtedness (or a
trustee on behalf of the holders thereof) to accelerate the maturity thereof.




          In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee
when such payment is prohibited by the preceding paragraph of this Section 1502, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their representatives, or to the trustee or trustees under any indenture pursuant
to which any of such Senior Indebtedness may have been issued, as their interests may appear, but
only to the extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the
amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice
to the Trustee shall be paid to the holders of Senior Indebtedness.




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          SECTION 1503. Liquidation; Dissolution; Bankruptcy.




          Upon any payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any dissolution, winding-up,
liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the
Company shall first be paid in full, or payment thereof provided for in money in accordance with
their terms, before any payment is made by the Company on account of the principal (and premium, if
any) or interest on the Debt Securities; and upon any such dissolution or winding-up or liquidation
or reorganization, any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders or the Trustee would be
entitled to receive from the Company, except under the provisions of this Article Fifteen, shall be
paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders or by the Trustee under the Indenture
if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata
to such holders on the basis of the amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness, before any payment or
distribution is made to the Holders or to the Trustee.




          In the event that, notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid
in full, or provision is made for such payment in money in accordance with its terms, such payment
or distribution shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior
Indebtedness may have been issued, and their respective interests may appear, as calculated by the
Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid
to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its
terms, after giving effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness.




          For purposes of this Article Fifteen, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article Fifteen with
respect to the Debt Securities to the payment of all Senior Indebtedness of the Company that may at
the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of such Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as




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an entirety, to another corporation upon the terms and conditions provided for in Article
Eight of this Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 1503 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article
Eight of this Indenture. Nothing in Section 1502 or in this Section 1503 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 607 of this Indenture.




          SECTION 1504. Subrogation.




          Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the
Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company applicable to such Senior
Indebtedness until all amounts owing on the Debt Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Holders or the Trustee would be
entitled except under the provisions of this Article Fifteen, and no payment over pursuant to the
provisions of this Article Fifteen to or for the benefit of the holders of such Senior Indebtedness
by Holders or the Trustee, shall, as between the Company, its creditors other than holders of
Senior Indebtedness of the Company, and the holders of the Debt Securities, be deemed to be a
payment by the Company to or on account of such Senior Indebtedness. It is understood that the
provisions of this Article Fifteen are and are intended solely for the purposes of defining the
relative rights of the holders of the Debt Securities, on the one hand, and the holders of such
Senior Indebtedness, on the other hand.




          Nothing contained in this Article Fifteen or elsewhere in this Indenture, any Additional
Provisions or in the Debt Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debt
Securities, the obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Debt Securities the principal of, premium, if any, and interest on, the Debt
Securities as and when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holders of the Debt Securities and creditors
of the Company, other than the holders of Senior Indebtedness of the Company, nor shall anything
herein or therein prevent the Trustee or the holder of any Debt Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture, subject to the
rights, if any, under this Article Fifteen of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any such remedy.




          Upon any payment or distribution of assets of the Company referred to in this Article Fifteen,
the Trustee, subject to the provisions of Article Six of this Indenture, and the Holders shall be
entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction
in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders, for the purposes
of ascertaining the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the




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amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Fifteen.




          SECTION 1505. Trustee to Effectuate Subordination.




          Each Holder by such Holder’s acceptance thereof authorizes and directs the Trustee on such
Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fifteen and appoints the Trustee such Holder’s
attorney-in-fact for any and all such purposes.




          SECTION 1506. Notice by the Company.




          The Company shall give prompt written notice to a Responsible Officer of any fact known to the
Company that would prohibit the making of any payment of monies to or by the Trustee in respect of
the Debt Securities pursuant to the provisions of this Article Fifteen. Notwithstanding the
provisions of this Article Fifteen or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in respect of the Debt
Securities pursuant to the provisions of this Article Fifteen, unless and until a Responsible
Officer shall have received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 1506 at least two Business
Days prior to the date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if any) or interest on
any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.




          The Trustee, subject to the provisions of Article Six of this Indenture, shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person representing himself to be
a holder of Senior Indebtedness of the Company (or a trustee on behalf of such holder) to establish
that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of
any such holder or holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this Article Fifteen, the
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fifteen, 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.




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          SECTION 1507. Rights of the Trustee; Holders of Senior Indebtedness.




          The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article Fifteen in respect of any Senior Indebtedness at any time held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.




          With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are specifically set forth in
this Article Fifteen, and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture or any Additional Provisions against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Article Six of this Indenture, the Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Holders, the
Company or any other Person money or assets to which any holder of such Senior Indebtedness shall
be entitled by virtue of this Article Fifteen or otherwise.




          Nothing in this Article Fifteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.




          SECTION 1508. Subordination May Not Be Impaired.




          No right of any present or future holder of any Senior Indebtedness of the Company to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company, or by any act or failure to act in good faith by any
such holder, or by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be
charged with.




          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness of the Company may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders, without incurring responsibility to the Holders and without
impairing or releasing the subordination provided in this Article Fifteen or the obligations
hereunder of the holders of the Debt Securities to the holders of such Senior Indebtedness, do any
one or more of the following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any
manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.




* * * * *




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     This instrument maybe 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.



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



	 	 	 	 	 	 	 
	 	 	COUNTRYWIDE FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bradley W. Coburn	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director, Assistant
Treasurer, Cash Management	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Geovanni Barris	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 






 









 






Exhibit A




Form of election to receive payments in




U.S. Dollars or to rescind such election




     The
undersigned, registered owner of certificate number - ___(the “Certificate”),
representing [name of series of Debt Securities] (the “Debt Securities”) in an aggregate principal
amount of ___, hereby




	 	o	 	elects to receive all payments in respect of the Debt Securities in U.S. Dollars.
Subject to the terms and conditions set forth in the indenture under which the Debt
Securities were issued (the “Indenture”), this election shall take effect on the next
Record Date (as defined in the Indenture) after this election form is received by the
Trustee and shall remain in effect until it is rescinded by the undersigned or until
the Certificate is transferred or paid in full at Maturity.
	 
	 	o	 	rescinds the election previously submitted by the undersigned to receive all
payments in respect of the Debt Securities in U.S. Dollars represented by the
Certificate. Subject to the terms and conditions set forth in the Indenture, this
rescission shall take effect on the next Record Date (as defined in such Indenture)
after this election form is received by the Trustee, or, in the case of Maturity of an
installment of principal, the fifteenth day immediately preceding such Maturity.





     The undersigned acknowledges that, except as provided in the Indenture, any costs incurred by
or on behalf of the Company in connection with the conversion of foreign currency into U.S. Dollars
shall be borne by the undersigned through deduction from payments required to be made to the
undersigned pursuant to the terms of the Indenture.



     All capitalized terms used herein, unless otherwise defined herein, shall have the meanings
assigned to them in the Indenture.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Name of Owner)
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Signature of owner)