exv4w6



 







Exhibit 4.6




THE WILLIAMS COMPANIES, INC.




AND




JPMORGAN CHASE BANK, N.A.




Trustee




 






INDENTURE




Dated as of [            ]




Debt Securities




 









 








Reconciliation and tie between

Trust Indenture Act of 1939, as amended,

and the Indenture




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	(S)310(a)(1)
	 	608
	(a)(2)
	 	608
	(b)
	 	609
	(S)312(a)
	 	701
	(b)
	 	702
	(c)
	 	702
	(S)313(a)
	 	703
	(b)(2)
	 	703
	(c)
	 	703
	(d)
	 	703
	(S)314(a)
	 	704
	(c)(1)
	 	102
	(c)(2)
	 	102
	(e)
	 	102
	(f)
	 	102
	(S)316(a) (last sentence)
	 	101
	(a)(1)(A)
	 	502, 512
	(a)(1)(B)
	 	513
	(b)
	 	508
	(S)317(a)(1)
	 	503
	(a)(2)
	 	504
	(b)
	 	1003
	(S)318(a)
	 	108





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





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	Section 101

	 	Definitions; Rules of Construction
	 	 	1	 
	Section 102

	 	Compliance Certificates and Opinions
	 	 	11	 
	Section 103

	 	Form of Documents Delivered to Trustee
	 	 	11	 
	Section 104

	 	Acts of Holders
	 	 	12	 
	Section 105

	 	Notices, etc. to Trustee and Company
	 	 	13	 
	Section 106

	 	Notice to Holders of Securities; Waiver
	 	 	14	 
	Section 107

	 	Language of Notices
	 	 	14	 
	Section 108

	 	Incorporation by Reference of Trust Indenture Act; Trust
Indenture Act Controls
	 	 	14	 
	Section 109

	 	Effect of Headings and Table of Contents
	 	 	15	 
	Section 110

	 	Successors and Assigns
	 	 	15	 
	Section 111

	 	Separability Clause
	 	 	15	 
	Section 112

	 	Benefits of Indenture
	 	 	15	 
	Section 113

	 	Governing Law
	 	 	15	 
	Section 114

	 	Legal Holidays
	 	 	15	 
	Section 115

	 	Counterparts
	 	 	16	 
	Section 116

	 	Judgment Currency
	 	 	16	 
	Section 117

	 	Limitation on Individual Liability
	 	 	16	 
	ARTICLE TWO
SECURITIES FORMS
	 	 	 	 
	Section 201

	 	Forms Generally
	 	 	17	 
	Section 202

	 	Form of Trustee’s Certificate of Authentication
	 	 	17	 
	Section 203

	 	Securities in Global Form
	 	 	18	 
	ARTICLE THREE THE
SECURITIES
	 	 	 	 
	Section 301

	 	Amount Unlimited; Issuable in Series
	 	 	19	 
	Section 302

	 	Currency; Denominations
	 	 	22	 
	Section 303

	 	Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 304

	 	Temporary Securities
	 	 	24	 
	Section 305

	 	Registration, Transfer and Exchange
	 	 	25	 
	Section 306

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	29	 
	Section 307

	 	Payment of Interest and Certain Additional Amounts; Rights
to Interest and Certain Additional Amounts Preserved
	 	 	29	 






i









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 308

	 	Persons Deemed Owners
	 	 	31	 
	Section 309

	 	Cancellation
	 	 	31	 
	Section 310

	 	Computation of Interest
	 	 	32	 
	Section 311

	 	CUSIP Numbers
	 	 	32	 
	ARTICLE FOUR
SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	 	 
	Section 401

	 	Satisfaction and Discharge
	 	 	32	 
	Section 402

	 	Defeasance and Covenant Defeasance
	 	 	34	 
	Section 403

	 	Application of Trust Money
	 	 	37	 
	Section 404

	 	Qualifying Trustee
	 	 	37	 
	ARTICLE FIVE REMEDIES
	 	 	 	 
	Section 501

	 	Events of Default
	 	 	38	 
	Section 502

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	39	 
	Section 503

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	40	 
	Section 504

	 	Trustee May File Proofs of Claim
	 	 	41	 
	Section 505

	 	Trustee May Enforce Claims without Possession of Securities
	 	 	42	 
	Section 506

	 	Application of Money Collected
	 	 	42	 
	Section 507

	 	Limitations on Suits
	 	 	42	 
	Section 508

	 	Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Amounts
	 	 	43	 
	Section 509

	 	Restoration of Rights and Remedies
	 	 	43	 
	Section 510

	 	Rights and Remedies Cumulative
	 	 	43	 
	Section 511

	 	Delay or Omission Not Waiver
	 	 	44	 
	Section 512

	 	Control by Holders of Securities
	 	 	44	 
	Section 513

	 	Waiver of Past Defaults
	 	 	44	 
	Section 514

	 	Waiver of Stay or Extension Laws
	 	 	44	 
	Section 515

	 	Undertaking for Costs
	 	 	45	 
	ARTICLE SIX THE
TRUSTEE
	 	 	 	 
	Section 601

	 	Certain Duties and Responsibilities
	 	 	45	 
	Section 602

	 	Certain Rights of Trustee
	 	 	46	 
	Section 603

	 	Notice of Defaults
	 	 	48	 
	Section 604

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	48	 






ii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 605

	 	May Hold Securities
	 	 	48	 
	Section 606

	 	Money Held in Trust
	 	 	49	 
	Section 607

	 	Compensation and Reimbursement
	 	 	49	 
	Section 608

	 	Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	50	 
	Section 609

	 	Resignation and Removal; Appointment of Successor
	 	 	50	 
	Section 610

	 	Acceptance of Appointment by Successor
	 	 	52	 
	Section 611

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	53	 
	Section 612

	 	Appointment of Authenticating Agent
	 	 	54	 
	ARTICLE SEVEN HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	Section 701

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	56	 
	Section 702

	 	Preservation of Information; Communications to Holders
	 	 	56	 
	Section 703

	 	Reports by Trustee
	 	 	56	 
	Section 704

	 	Reports by Company
	 	 	57	 
	ARTICLE EIGHT
CONSOLIDATION, MERGER AND SALES
	 	 	 	 
	Section 801

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	57	 
	Section 802

	 	Successor Person Substituted for Company
	 	 	58	 
	ARTICLE NINE
SUPPLEMENTAL INDENTURES
	 	 	 	 
	Section 901

	 	Supplemental Indentures without Consent of Holders
	 	 	59	 
	Section 902

	 	Supplemental Indentures With Consent of Holders
	 	 	60	 
	Section 903

	 	Execution of Supplemental Indentures
	 	 	61	 
	Section 904

	 	Effect of Supplemental Indentures
	 	 	62	 
	Section 905

	 	Reference in Securities to Supplemental Indentures
	 	 	62	 
	Section 906

	 	Conformity with Trust Indenture Act
	 	 	62	 
	Section 907

	 	Notice of Supplemental Indenture
	 	 	62	 
	ARTICLE TEN COVENANTS
	 	 	 	 
	Section 1001

	 	Payment of Principal, any Premium, Interest and Additional
Amounts
	 	 	62	 
	Section 1002

	 	Maintenance of Office or Agency
	 	 	63	 
	Section 1003

	 	Money for Securities Payments to Be Held in Trust
	 	 	63	 
	Section 1004

	 	Additional Amounts
	 	 	65	 






iii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1005

	 	Waiver of Certain Covenants
	 	 	65	 
	Section 1006

	 	Company Statement as to Compliance
	 	 	66	 
	ARTICLE ELEVEN
REDEMPTION OF SECURITIES
	 	 	 	 
	Section 1101

	 	Applicability of Article
	 	 	66	 
	Section 1102

	 	Election to Redeem; Notice to Trustee
	 	 	66	 
	Section 1103

	 	Selection by Trustee of Securities to be Redeemed
	 	 	66	 
	Section 1104

	 	Notice of Redemption
	 	 	67	 
	Section 1105

	 	Deposit of Redemption Price
	 	 	68	 
	Section 1106

	 	Securities Payable on Redemption Date
	 	 	68	 
	Section 1107

	 	Securities Redeemed in Part
	 	 	69	 
	Section 1108

	 	Repurchases on the Open Market
	 	 	69	 
	ARTICLE TWELVE
SINKING FUNDS
	 	 	 	 
	Section 1201

	 	Applicability of Article
	 	 	69	 
	Section 1202

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	70	 
	Section 1203

	 	Redemption of Securities for Sinking Fund
	 	 	70	 
	ARTICLE THIRTEEN
REPAYMENT AT THE OPTION OF HOLDERS
	 	 	 	 
	Section 1301

	 	Applicability of Article
	 	 	71	 
	ARTICLE FOURTEEN
SECURITIES IN FOREIGN CURRENCIES
	 	 	 	 
	Section 1401

	 	Applicability of Article
	 	 	71	 
	ARTICLE FIFTEEN
MEETINGS OF HOLDERS OF SECURITIES
	 	 	 	 
	Section 1501

	 	Purposes for Which Meetings May Be Called
	 	 	72	 
	Section 1502

	 	Call, Notice and Place of Meetings
	 	 	72	 
	Section 1503

	 	Persons Entitled to Vote at Meetings
	 	 	72	 
	Section 1504

	 	Quorum; Action
	 	 	72	 
	Section 1505

	 	Determination of Voting Rights; Conduct and Adjournment of
Meetings
	 	 	73	 
	Section 1506

	 	Counting Votes and Recording Action of Meetings
	 	 	74	 






iv









 






     INDENTURE (the “Indenture”), dated as of [           ], between THE
WILLIAMS COMPANIES, INC., a corporation existing under the laws of the State of Delaware (the
“Company”), and JPMORGAN CHASE BANK, N.A., a national banking association, duly organized
and validly existing under the laws of the United States of America, as trustee (the
“Trustee”); and



RECITALS




     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 or other evidences of indebtedness
(hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series and to have such
other provisions as shall be fixed as hereinafter provided.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101 Definitions; Rules of Construction.




     Except as otherwise expressly provided in or pursuant to this Indenture or unless the context
otherwise requires, for all purposes of this Indenture:



     (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 terms “generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation;



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



 









 





     (5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B
or both,” not “either A or B but not both”).



     (6) provisions apply to successive events and transactions;



     (7) any reference to gender includes the masculine, feminine and the neuter, as the case may
be;



     (8) references to agreements and other instruments include subsequent amendments thereto and
restatements thereof;



     (9) “including” means “including without limitation”;



     (10) all exhibits are incorporated by reference herein and expressly made a part of this
Indenture; and



     (11) all references to articles, sections and exhibits (and subparts thereof) are to this
Indenture.



     Certain terms used principally in certain Articles hereof are defined in those Articles.



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



     “Additional Amounts” means any additional amounts which are required by this Indenture
or by any Security, under circumstances specified herein or therein, to be paid by the Company in
respect of certain taxes, assessments or other governmental charges imposed on Holders specified
therein and which are owing to such Holders.



     “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 the meanings correlative to the foregoing.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Security, the rules and procedures of the Depositary that apply
to such transfer or exchange at the relevant time.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section
612 to act on behalf of the Trustee to authenticate Securities of one or more series.



     “Authorized Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that is a Business Day in
the place of publication, whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which the term is used
or in the financial community of each such place. Where successive publications are required
to be made in Authorized Newspapers, the successive publications may be made in the same or in



2









 




different newspapers in the same city meeting the foregoing requirements and in each case on any
day that is a Business Day in the place of publication. If it shall be impractical in the opinion
of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper,
any publication or other notice in lieu thereof which is made or given with the approval of the
Trustee shall constitute a sufficient publication of such notice.




     “Board of Directors” means:



     (1) with respect to the Company, the board of directors of the Company or any committee of the
board of directors of the Company duly authorized to act generally or in any particular respect for
the Company under the indenture;



     (2) with respect to any other corporation, the board of directors of the corporation or any
authorized committee thereof;



     (3) with respect to a limited liability company, the managing member or managing members of
such limited liability company or any authorized committee thereof;



     (4) with respect to a partnership, the board of directors of the general partner of the
partnership or any authorized committee thereof; and



     (5) with respect to any other Person, the board or committee of such Person serving a similar
function.



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



     “Business Day,” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York or another Place of Payment are authorized or required by law,
regulation or executive order to close.



     “Capital
Stock” means:



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




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



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



     (4) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.



3









 





     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act or any successor agency.



     “Common Stock” includes any stock of any class of the Company which has no preference
in respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company.



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



     “Company Request” and “Company Order” mean, respectively, a written request or
order, as the case may be, signed in the name of the Company by the Chairman of the Board of
Directors of the Company, a Vice Chairman, the President, a Vice President, the Treasurer, the
Assistant Treasurer, the Secretary or the Assistant Secretary or other person authorized by
resolution of the Board of Directors of the Company, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust
business of the Trustee shall at any particular time be principally administered, which office at
the date of original execution of this Indenture is located at 4 New York Plaza, 15th Floor, New
York, New York 10004, Attention: Worldwide Securities Services.



     “Corporation” includes corporations and limited liability companies and, except for
purposes of Article Eight, associations, companies (other than limited liability companies) and
business trusts.



     “Currency,” with respect to any payment, deposit or other transfer in respect of the
principal of or any premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof
or such Security, means Dollars.



     “CUSIP number” means the alphanumeric designation assigned to a Security by Standard &
Poor’s Corporation, CUSIP Service Bureau.



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



     “Definitive Security” means a certificated Security registered in the name of the
Holder thereof (other than a Depositary or its nominee) issued under this Indenture pursuant to
Section 301 and Section 305.



     “Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.



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



4









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
thereto, in each case as amended from time to time.



     “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the euro, 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.



     “GAAP” means generally accepted accounting principles in the United States, which are
in effect from time to time.



     “Global Security” means a Security issued under this Indenture in global form pursuant
to Section 301, bearing the legend set forth in Section 203 and deposited with, or on behalf of,
and registered in the name of, the Depositary or its nominee.



     “Government Obligations” means securities which are (i) direct obligations of the
United States of America or the other government or governments in the confederation which issued
the Foreign Currency in which the principal of or any premium or interest on any Security or any
Additional Amounts in respect thereof shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of the United States or such government or
governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such other government or governments, in each
case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government or governments, and
which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or
issuers thereof, and shall also include a Depositary receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment of interest on or
principal of or other amount with respect to any such Government Obligation held by such custodian
for the account of the holder of a Depositary receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of
such Depositary receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other amount with respect to
the Government Obligation evidenced by such Depositary receipt.



     “Holder,” in the case of any Registered Security, means the Person in whose name such
Security is registered in the Security Register.



     “Indenture” means this instrument 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, with respect to any Security, by the terms and provisions of such
Security established pursuant to Section 301 (as such terms and provisions may be amended pursuant
to the applicable provisions hereof); provided, however, that, if at any time more than one Person
is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more
series of Securities for which such Person is Trustee, this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the terms of



5









 




those
particular series of Securities for which such Person is Trustee established pursuant to Section
301, exclusive, however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms or provisions were
adopted.




     “Independent Registered Public Accounting Firm” means a firm of accountants that, with
respect to the Company and any other obligor under the Securities, is an independent registered
public accounting firm within the meaning of the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the Commission thereunder, who may be the independent registered
public accounting firm regularly retained by the Company or who may be another independent
registered public accounting firm. Such firm shall be entitled to rely upon any Opinion of Counsel
as to the interpretation of any legal matters relating to this Indenture or certificates required
to be provided hereunder.



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



     “Indirect Participant” means an entity that, with respect to any Depositary, clears
through or maintains a direct or indirect, custodial relationship with a Participant.



     “interest,” means any interest specified in any Security as being payable with respect
to that Security and, with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity and, when used with respect to
a Security which provides for the payment of Additional Amounts pursuant to Section 1004, includes
such Additional Amounts.



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



     “Joint Venture” means any Person that is not a direct or indirect Subsidiary of the
Company in which the Company or any of its Subsidiaries owns any Capital Stock.



     “Judgment Currency” has the meaning specified in Section 116.



     “Legal Holidays” has the meaning specified in Section 114.



     “Maturity,” with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as provided in or pursuant to
this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or repurchase, notice of option to elect repayment or otherwise, and includes the
Redemption Date.



     “New York Banking Day” has the meaning specified in Section 116.



     “Office” or “Agency,” with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such Securities pursuant
to Section 1002 or any other office or agency of the Company maintained or designated for such
Securities



6









 




pursuant to Section 1002 or, to the extent designated or required by Section 1002 in
lieu of such office or agency, the Corporate Trust Office of the Trustee.




     “Officer’s Certificate” means a certificate signed by the Chairman of the Board, a
Vice Chairman, the President or a Vice President, the Treasurer, the Assistant Treasurer, the
Secretary or the Assistant Secretary or other person authorized by resolution of the Board of
Directors of the Company, that, if applicable, 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 for the Company or other counsel that, if applicable, complies with the requirements of
Section 314(e) of the Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to this Indenture
which provides, at any time prior to the final Stated Maturity of such Security, for declaration of
an amount less than the principal face amount thereof to be due and payable upon acceleration
pursuant to Section 502.



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



     (1) any such Security theretofore cancelled by the Trustee or accepted by the Trustee for
cancellation including Securities tendered and exchanged for other securities of the Company;



     (2) any such Security of any series for which payment at the Maturity thereof money in the
necessary amount has been theretofore deposited pursuant hereto (other than pursuant to Section
402) 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 series of Securities, provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;



     (3) any such Security of any series with respect to which the Company has effected defeasance
or covenant defeasance pursuant to the terms hereof, except to the extent provided in Section 402;



     (4) any such Security which has been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
unless there shall have been presented to the Trustee proof satisfactory to it that such Security
is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company;
and



     (5) any such Security converted or exchanged as contemplated by this Indenture into Common
Stock or other securities, cash or other property, if the terms of such Security provide for such
conversion or exchange pursuant to Section 301;



7









 




provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities of any series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders of Securities of such
series for quorum purposes, (i) the principal amount of an Original Issue Discount Security that
may be counted in making such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such
Original Issue Discount Security would be declared (or shall have been declared to be) due and
payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may be counted in making
such determination and that shall be deemed Outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless otherwise provided in
or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of
such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent on the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer
actually knows to be so owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of a Responsible Officer (A) the pledgee’s right so to act with respect to such Securities and (B)
that the pledgee is not the Company or any other obligor upon the Securities or an Affiliate of the
Company or such other obligor.




     “Participant” means, with respect to the Depositary, a Person who has an account with
the Depositary.



     “Paying Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Amounts with respect to, any Security on behalf of
the Company.



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



     “Place of Payment,” with respect to any Security, means the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such Security.



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



8









 





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



     “Redemption Price,” with respect to any Security or portion thereof to be redeemed,
means the price at which it is to be redeemed including, if applicable, accrued and unpaid interest
and Additional Amounts as determined by or pursuant to this Indenture or such Security.



     “Registered Security” means any Security established pursuant to Section 201 which is
registered in the Security Register.



     “Regular Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture
or such Security as the “Regular Record Date.”



     “Required Currency” has the meaning specified in Section 116.



     “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office
with direct responsibility for the administration of this Indenture, and also, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.



     “Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidences of indebtedness, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall
mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.



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



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



     “Stated Maturity,” with respect to any Security or any installment of principal
thereof or interest thereon or any Additional Amounts with respect thereto, means the date
established by or pursuant to this Indenture or such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.



     “Subsidiary” means, with respect to any specified Person:



     (1) any corporation, association or other business entity (other than a partnership or limited
liability company) of which more than 50% of the total voting power of Voting Stock is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and



9









 





     (2) any partnership (whether general or limited) or limited liability company (a) the sole
general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there
is more than a single general partner or member, either (x) the only managing general partners or
managing members of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the
outstanding general partner interests, member interests or other Voting Stock of such partnership
or limited liability company, respectively.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture 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.



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



     “United States,” except as otherwise provided in or pursuant to this Indenture or any
Security, means the United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its jurisdiction.



     “United States Alien,” except as otherwise provided in or pursuant to this Indenture
or any Security, means any Person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.



     “U.S. Depositary” or “Depositary” means, with respect to any Security issuable
or issued in the form of one or more Global Securities, the Person designated as U.S. Depositary or
Depositary by the Company in or pursuant to this Indenture, which Person must be, to the extent
required by applicable law or regulation, a clearing agency registered under the Exchange Act and,
if so provided with respect to any Security, any successor to such Person. If at any time there is
more than one such Person, “U.S. Depositary” or “Depositary” shall mean, with respect to any
Securities, the qualifying entity which has been appointed with respect to such Securities.



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



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     “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.



Section 102 Compliance Certificates and Opinions.




     Except as otherwise expressly provided in or pursuant to this Indenture, 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 Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, 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 or any of them is specifically
required by any provision of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant or
covenant provided for in this Indenture (other than a certificate delivered pursuant to Section
1006) shall include:



     (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant 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 condition or covenant 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 an Opinion of Counsel, unless such officer knows that the opinion with respect
to the matters upon which his certificate or opinion is based are erroneous. Any such 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



11









 




counsel knows that
the certificate or opinion or representations with respect to such matters are erroneous. Any
certificate, statement or opinion of an officer of the Company or any Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the Company, unless such
officer or counsel, as the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement or opinion may be
based as aforesaid 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 or any
Security, they may, but need not, be consolidated and form one instrument.



Section 104 Acts of Holders.




     (1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments (including instruments in electronic, digital or other
machine-readable form) of substantially similar tenor signed by such Holders (whether in person or
through signatures in electronic, digital or other machine-readable form) or by an agent duly
appointed in writing (including writings in electronic, digital or other machine-readable form) or
may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such instruments or record.
Except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments or record or both (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in the manner provided
in Section 1506.



     Without limiting the generality of this Section 104, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a U.S. Depositary that is a Holder of a Global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture or the Securities to be made, given or taken by Holders, and a U.S. Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security through such U.S. Depositary’s standing instructions and customary
practices.



     The Trustee may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any permanent Global Security held by a U.S. Depositary entitled
under the procedures of such U.S. Depositary to make, give or take, by a proxy or



12









 




proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or
other Act provided in or pursuant to this Indenture to be made, given or taken by Holders.




     (2) The fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 104 may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may determine; and the
Trustee may in any instance require further proof with respect to any of the matters referred to in
this Section.



     (3) The ownership, principal amount and serial numbers of Registered 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.



     (4) If the Company shall solicit from the Holders of any Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its
option (but is not obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of Registered Securities of record at the
close of business on such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Securities shall be computed
as of such record date; provided that no such authorization, agreement or consent by the
Holders of Registered Securities shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the record date.



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



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,



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



13









 





     (2) the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid
or airmail postage prepaid if sent from outside the United States, to the Company addressed to the
attention of its Treasurer (with a copy to the General Counsel) 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.



Section 106 Notice to Holders of Securities; Waiver.




     Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of all or any series of any event, such notice shall
be sufficiently given to Holders of Registered Securities of such series if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his
address as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case where notice to
Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered Securities given as provided
herein. Any notice which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given or provided. In the case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.



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



Section 107 Language of Notices.




     Any request, demand, authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that, if the Company so
elects, any published notice may be in an official language of the country of publication (with a
copy in English to be provided to the Trustee).



Section 108 Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls.




     (a) If any provision hereof limits, qualifies or conflicts with the duties that would be
imposed by any of Sections 310 to 317 of the TIA through operation of Section 318(c) thereof on any
person, such imposed duties shall control. The following TIA terms have the following meanings:



          “indenture securities” means the Securities;




          “indenture security holder” means a Holder;




14









 








          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




          “obligor” on the indenture securities means the Company and any other obligor on the indenture
securities.




          All other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by
reference to another statute or defined by SEC Rule have the meanings assigned to them by such
definitions.




     (b) If any provision of this Indenture limits, qualifies or conflicts with another provision
which is required to be included in this Indenture by the TIA, the provision required by the TIA
shall control.



Section 109 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 110 Successors and Assigns.




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



Section 111 Separability Clause.




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



Section 112 Benefits of Indenture.




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



Section 113 Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made or instruments entered into and, in
each case, performed in said state.



Section 114 Legal Holidays.




     Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case
where any Interest Payment Date, Stated Maturity or Maturity of any Security, or the last date on



15









 




which a Holder has the right to convert or exchange Securities of a series that are convertible or
exchangeable shall not be a Business Day (a “Legal Holiday”) at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security other than a provision in
any Security that specifically states that such provision shall apply in lieu hereof) payment need
not be made at such Place of Payment on such date, and such Securities need not be converted or
exchanged on such date but such payment may be made, and such Securities may be converted or
exchanged, on the next succeeding day that is a Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or at the Stated Maturity or Maturity or
on such last day for conversion or exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment Date, Stated
Maturity, Maturity or last day for conversion or exchange, as the case may be, to the next
succeeding Business Day.




Section 115 Counterparts.




     This Indenture may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.



Section 116 Judgment Currency.




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



Section 117 Limitation on Individual Liability.




     No recourse under or upon any obligation, covenant or agreement contained in this Indenture or
in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, shareholder, officer or director, as such, past, present or future, of
the Company or of any successor, either directly or through the Company or any successor,



16









 




whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders, officers or directors,
as such, of the Company or any successor, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity or by constitution
or statute, of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and the issuance of such
Security.




ARTICLE TWO




SECURITIES FORMS




Section 201 Forms Generally.




     Each Registered Security and temporary or permanent Global Security or Definitive Security
issued pursuant to this Indenture shall be in the form established by or pursuant to a Board
Resolution and set forth in an Officer’s Certificate, or established in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Security as evidenced by their execution of such Security.



     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall be issuable in registered form without coupons and shall not be issuable upon the exercise of
warrants.



     Definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved borders or may be
produced in any other manner, all as determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities.



Section 202 Form of Trustee’s Certificate of Authentication.




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



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



17









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 

Authorized Officer
	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





Section 203 Securities in Global Form.




     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall be issuable in permanent global form. If Securities of a series shall be issuable in
global form, any such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount
as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one
Global Security to another Global Security. Any endorsement of any Global Security to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section
303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to a Global Security
shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and
need not be accompanied by an Opinion of Counsel.



     Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global form shall be made
to the Person or Persons specified therein.



     Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities as is represented by a Global Security in
the case of a Global Security in registered form, the Holder of such Global Security in registered
form.



     Each Global Security shall bear a legend in substantially the following form (unless otherwise
specified by the Depositary):



     “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY
MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES



18









 




REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED
AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT
SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.”




ARTICLE THREE




THE SECURITIES




Section 301 Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series. With respect to
any Securities to be authenticated and delivered hereunder, there shall be established in or
pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental hereto,



     (1) the title of such Securities and the series, including CUSIP numbers in which such
Securities shall be included;



     (2) any limit upon the aggregate principal amount of the Securities of such series which may
be authenticated and delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of
such series pursuant to Section 304, Section 305, Section 306, Section 905 or Section 1107, upon
repayment in part of any Registered Security of such series pursuant to Article Thirteen or upon
surrender in part of any Registered Security for conversion or exchange into Common Stock or other
securities, cash or other property pursuant to its terms, or pursuant to the terms of such
Securities and except for any Securities, which, pursuant to Section 303, are deemed never to have
been authenticated and delivered hereunder);



     (3) if any of such Securities are to be issuable in global form, when any of such Securities
are to be issuable in global form and (i) whether such Securities are to be issued in temporary or
permanent global form or both, (ii) whether beneficial owners of interests in any such Global
Security may exchange such interests for Securities of the same series and of like tenor and of any
authorized form and denomination, and the circumstances under which any such exchanges may occur,
if other than in the manner specified in Section 305, and (iii) the name of the Depositary or the
U.S. Depositary, as the case may be, with respect to any Global Security;



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



     (5) the date or dates, or the method or methods, if any, by which such date or dates shall be
determined, on which the principal and premium, if any, of such Securities is payable;



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     (6) the rate or rates at which such Securities shall bear interest, if any, or the method or
methods, if any, by which such rate or rates are to be determined, 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 are
to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and
the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest
Payment Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, the notice, if any, to Holders regarding the
determination of interest on a floating rate Security and the manner of giving such notice, and the
basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-
day months;



     (7) if in addition to or other than the Borough of Manhattan, The City of New York, the place
or places where the principal of, any premium and interest on or any Additional Amounts with
respect to such Securities shall be payable, any of such Securities that are Registered Securities
may be surrendered for registration of transfer or exchange, any of such Securities may be
surrendered for conversion or exchange and notices or demands to or upon the Company in respect of
such Securities and this Indenture may be served, the extent to which, or the manner in which, any
interest payment or Additional Amounts on a Global Security on an Interest Payment Date, will be
paid and the manner in which any principal of or premium, if any, on any Global Security will be
paid;



     (8) whether any of such Securities are to be redeemable at the option of the Company and, if
so, the date or dates on which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities may be redeemed, in whole or in part,
at the option of the Company;



     (9) whether the Company is obligated to redeem or purchase any of such Securities pursuant to
any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date
or dates on which, the period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in
part, pursuant to such obligation, and any provisions for the remarketing of such Securities so
redeemed or purchased;



     (10) the denominations in which any of such Securities that are Registered Securities shall be
issuable if other than denominations of $1,000 and any integral multiple thereof;



     (11) whether the Securities of the series will be convertible into shares of Common Stock
and/or exchangeable for other securities, cash or other property of the Company or of any other
Person, and if so, the terms and conditions upon which such Securities will be so convertible or
exchangeable, and any deletions from or modifications or additions to this Indenture to permit or
to facilitate the issuance of such convertible or exchangeable Securities or the administration
thereof;



     (12) if other than the principal amount thereof, the portion of the principal amount of any of
such Securities that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion is to be determined;



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     (13) if other than Dollars, the Foreign Currency in which payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any of such Securities shall be
payable;



     (14) if the principal of, any premium or interest on or any Additional Amounts with respect to
any of such Securities are to be payable, at the election of the Company or a Holder thereof or
otherwise, in Currency other than that in which such Securities are stated to be payable, the date
or dates on which, the period or periods within which, and the other terms and conditions upon
which, such election may be made, and the time and manner of determining the exchange rate between
the Currency in which such Securities are stated to be payable and the Currency in which such
Securities or any of them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or to facilitate the
issuance of Securities denominated or payable, at the election of the Company or a Holder thereof
or otherwise, in a Foreign Currency;



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



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



     (17) whether either or both of Section 402(2) relating to defeasance or Section 402(3)
relating to covenant defeasance shall not be applicable to the Securities of such series, and any
covenants relating to the Securities of such series which shall be subject to covenant defeasance,
and, if the Securities of such series are subject to repurchase or repayment at the option of the
Holders thereof, whether the Company’s obligation to repurchase or repay such Securities will be
subject to defeasance or covenant defeasance, and any deletions from, or modifications or additions
to, the provisions of Article Four in respect of the Securities of such series;



     (18) whether any of such Securities are to be issuable upon the exercise of warrants, and the
time, manner and place for such Securities to be authenticated and delivered;



     (19) if any of such Securities are to be issuable in global form and are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary Security) only upon
receipt of certain certificates or other documents or satisfaction of other conditions, then the
form and terms of such certificates, documents or conditions;



     (20) if there is more than one Trustee or a Trustee other than JPMorgan Chase Bank, N.A., the
identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying
Agent or Authenticating Agent with respect to such Securities;



21









 





     (21) whether the Securities are senior or subordinated debt securities,
and if subordinated debt securities, the terms of such subordination;



     (22) whether the Securities of the series will be guaranteed by any Persons and,
if so, the identity of such Persons, the terms and conditions upon which such
Securities shall be guaranteed and, if applicable, the terms and conditions upon
which such guarantees may be subordinated to other indebtedness of the
respective guarantors;



     (23) whether the Securities of the series will be secured by any collateral and,
if so, the terms and conditions upon which such Securities shall be secured and,
if applicable, upon which such liens may be subordinated to other liens securing
other indebtedness of the Company or any guarantor; and



     (24) any other terms of such Securities and any deletions from or modifications or
additions to this Indenture in respect of such Securities.


All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided by the Company in or
pursuant to the Board Resolution and set forth in the Officer’s Certificate or
in any indenture or indentures supplemental hereto pertaining to such series of
Securities. The terms of the Securities of any series may provide, without
limitation, that the Securities of such series shall be authenticated and
delivered by the Trustee on original issue from time to time in accordance with
such procedures as are acceptable to the Trustee (including authentication and
delivery by the Trustee on original issue from time to time upon telephonic or
written order of persons designated in the Officer’s Certificate or supplemental
indenture (telephonic instructions to be promptly confirmed in writing by such
person) and that such persons are authorized to determine, consistent with such
Officer’s Certificate or any applicable supplemental indenture, such terms and
conditions of the Securities of such series as are specified in such Officer’s
Certificate or supplemental indenture). All 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 issuances of additional Securities of such series
or to establish additional terms of such series of Securities. If any of the
terms of the Securities of any series shall be established by action taken by or
pursuant to a Board Resolution, the Board Resolution shall be delivered to the
Trustee at or prior to the delivery of the Officer’s Certificate setting forth
the terms of such series.




Section 302 Currency; Denominations.




     Unless otherwise provided in or pursuant to this Indenture or any
Security, the principal of, any premium and interest on and any Additional
Amounts with respect to, the Securities shall be payable in Dollars. Unless
otherwise provided in or pursuant to this Indenture, Registered Securities
denominated in Dollars shall be issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.




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Section 303 Execution, Authentication, Delivery and Dating.




     Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its
Vice Chairmen, its President, its Treasurer, Assistant Treasurer, one of its Vice Presidents or
other person authorized by resolution of the Board of Directors of the Company. The signature of
any of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities, executed by the Company, to the Trustee for authentication and,
provided that the Board Resolution and Officer’s Certificate or supplemental indenture or
indentures with respect to such Securities referred to in Section 301 and a Company Order for the
authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in
accordance with the Company Order and subject to the provisions hereof and of such Securities shall
authenticate and deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon an Opinion of Counsel and an Officer’s Certificate that contain
the statements required by Section 102 and shall also be entitled to receive an Opinion of Counsel
stating:



     (1) if the form or forms of such Securities have been established by or pursuant to a Board
Resolution as permitted by Section 201, that such form or forms have been established in conformity
with the provisions of this Indenture;



     (2) if the terms of such Securities have been, or in the case of Securities of a series that
are to be authenticated and delivered by the Trustee on original issue from time to time, will be,
established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have
been, or in the case of Securities of a series that are to be authenticated and delivered by the
Trustee on original issue from time to time, will be, established in conformity with the provisions
of this Indenture, subject, in the case of Securities of a series that are to be authenticated and
delivered by the Trustee on original issue from time to time, to any conditions specified in such
Opinion of Counsel; and



     (3) that such Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.


If such forms or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s


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own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.




     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officer’s Certificate or Company Order otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. This paragraph shall not be applicable to Securities of a series that are
issued as part of a reopening pursuant to the last paragraph of Section 301.



     Each Registered Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 202 or Section 612 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of its authorized
officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder.



     Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.



Section 304 Temporary Securities.




     Pending the preparation of Definitive Securities, the Company may execute and deliver to the
Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided
in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the Definitive Securities in lieu of which they are issued, in registered form and with such
appropriate insertions, omissions, substitutions and other variations as the officers of the
Company executing such Securities may determine, as conclusively evidenced by their execution of
such Securities. Such temporary Securities may be in the form of Global Securities.



     Except in the case of temporary Global Securities, which shall be exchanged in accordance with
the provisions thereof, if temporary Securities are issued, the Company shall cause Definitive
Securities to be prepared without unreasonable delay. After the preparation of Definitive
Securities of the same series and containing terms and provisions that are identical to those of
any temporary Securities, such temporary Securities shall be exchangeable for such Definitive
Securities upon surrender of such temporary Securities at an Office or Agency for such Securities,
without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Securities of authorized



24









 







denominations of the same series and containing identical terms and provisions. Unless
otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security,
until so exchanged the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as Definitive Securities of such series.



Section 305 Registration, Transfer and Exchange.




     With respect to the Registered Securities of each series, if any, the Company shall cause to
be kept a register (each such register being herein sometimes referred to as the “Security
Register”) at an Office or Agency for such series in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such series.



     Such Office or Agency shall be the “Security Registrar” or “Registrar” for
that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the
Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The
Company shall have the right to remove and replace from time to time the Security Registrar for any
series of Securities; provided that no such removal or replacement shall be effective until a
successor Security Registrar with respect to such series of Securities shall have been appointed by
the Company and shall have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Security Registrar with respect to a series of Securities, it
shall have the right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.



     A Global Security may not be transferred as a whole except by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Notwithstanding the foregoing, except as may be provided pursuant to Section
301, any Global Security or any beneficial interest therein shall be exchangeable for Definitive
Securities only if (i) the Depositary is at any time unwilling, unable or ineligible to continue as
Depositary and a successor Depositary is not appointed by the Company within 90 days of the date
the Company is so informed in writing, (ii) the Depositary ceases to be a clearing agency
registered under the Exchange Act, (iii) the Company (subject to the procedures of the Depositary)
executes and delivers to the Trustee a Company Order to the effect that such Global Security shall
be so exchangeable or (iv) an Event of Default has occurred and is continuing with respect to such
Securities. If the holder of a Global Security or the beneficial owners of interests in a Global
Security are entitled to exchange such interests for Definitive Securities as the result of an
event specified in clause (i), (ii), (iii) or (iv) of the preceding sentence, the Company shall
promptly make available to the Trustee Definitive 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 Security, executed by
the Company. Such Global Security shall be surrendered from time to time by the U.S. Depositary or
such other Depositary as shall be specified in the Company Order with respect thereto, and in
accordance with instructions given to the Trustee and the U.S. Depositary or such other Depositary,
as the case may be (which instructions shall be in writing but need not be contained in or
accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be
specified in the Company



25









 







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 Securities as described above without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each portion of such
surrendered Global Security, a like aggregate principal amount of Definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such Global 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 Securities of the same series to be redeemed
and ending on the relevant Redemption Date. Promptly following any such exchange in part, such
Global Security shall be returned by the Trustee to such Depositary or the U.S. Depositary, as the
case may be, or such other Depositary or U.S. Depositary referred to above in accordance with the
instructions of the Company referred to above. If a Registered portion of a Global Security is
exchanged for Definitive Registered Securities after the close of business at the Office or Agency
for such Security where such exchange occurs on or after (i) any Regular Record Date for such
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 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 Definitive Registered 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 Security shall be payable in
accordance with the provisions of this Indenture.



     The transfer and exchange of beneficial interests in the Global Securities shall be effected
through the Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures. Transfers and exchanges of beneficial interests in the Global Securities also shall
require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more
of the other following paragraphs, as applicable:



     (1) Beneficial interests in any Global Security may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the same Global Security. No written
orders or instructions shall be required to be delivered to the Registrar to effect the transfers
described in this subparagraph (1).



     (2) In connection with the transfer or exchange of beneficial interests in any Global Security
to Persons who take delivery thereof in the form of a beneficial interest in a different Global
Security, the transferor of such beneficial interest must deliver to the Registrar (i) an order
from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial
interest in another Global Security in an amount equal to the beneficial interest to be transferred
or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase. Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in Global Securities
contained in this Indenture and such Securities or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to this
paragraph.



26









 





     If any Holder of a beneficial interest in a Global Security proposes to exchange such
beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Security in the event of the occurrence of
any of the conditions set forth in the third paragraph of this Section 305, then, upon delivery to
the Registrar of (i) an order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged
and (ii) instructions given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Security shall be registered to effect the transfer or
exchange referred to in clause (i), the Trustee shall cause the aggregate principal amount of the
applicable Global Security to be reduced accordingly as described below, and the Company shall
execute and, upon receipt of a Company Order pursuant to Section 303, the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Security in the
appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest
pursuant to this paragraph shall be registered in such name or names and in such authorized
denomination or denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities
are so registered.



     A Holder of a Definitive Security may exchange such Security for a beneficial interest in a
Global Security or transfer such Definitive Securities to a Person who takes delivery thereof in
the form of a beneficial interest in a Global Security at any time. Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable Definitive Security and
increase or cause to be increased the aggregate principal amount of the applicable Global Security.



     At the option of the Holder, Definitive Securities of any series may be exchanged for other
Definitive Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Definitive Securities to be exchanged at an
Office or Agency. Whenever any Definitive Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Definitive Securities which the
Holder making the exchange is entitled to receive.



     Upon request by a Holder of Definitive Securities and such Holder’s compliance with the
provisions of this paragraph, the Registrar shall register the transfer or exchange of Definitive
Securities. Prior to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder
or by its attorney, duly authorized in writing. A Holder of Definitive Securities may transfer
such Securities to a Person who takes delivery thereof in the form of a Definitive Security. Upon
receipt of a request to register such a transfer, the Registrar shall register the Definitive
Securities pursuant to the instructions from the Holder thereof.



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     At such time as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Security shall be returned to or retained and
cancelled by the Trustee in accordance with Section 309. At any time prior to such cancellation,
if any beneficial interest in a Global Security is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Security or for
Definitive Securities, the principal amount of Securities represented by such Global Security shall
be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or
by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Security, the principal amount of Securities
represented by such other Global Security shall be increased accordingly and an endorsement shall
be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee
to reflect such increase.



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



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



     No service charge shall be made for any registration of transfer or exchange, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge and any other expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 304, 306, 905 and 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 any Securities during a period
beginning at the opening of business 15 days before the day of selection of Securities of like
tenor and the same series under Section 1103 for redemption and ending at the close of business on
the day of such selection, (ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except in the case of any Security to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be so repaid.



     The Registrar shall retain copies of all certificates, notices and other written
communications received pursuant to this Section 305. The Company shall have the right to inspect
and make copies of all such certificates, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Registrar.



28









 





     All certifications and certificates required to be submitted to the Registrar pursuant to this
Section 305 to effect a registration of transfer or exchange may be submitted by facsimile, with an
original of such document to be sent promptly thereafter.



Section 306 Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, subject to the provisions of this
Section 306, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series containing identical terms and of like principal amount
and bearing a number not contemporaneously outstanding.



     If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or to a Responsible Officer that such Security has been acquired
by a bona fide purchaser, the Company shall execute and, upon the Company’s request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series containing identical terms and of like principal amount
and bearing a number not contemporaneously outstanding.



     Notwithstanding the foregoing provisions of this Section 306, in case any mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Security, pay such Security.



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



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



     The provisions of this Section, as amended or supplemented pursuant to this Indenture with
respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.



Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.



     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to, any Registered Security which shall be payable, and are punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest.



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     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to, any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such Registered Security
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
thereof on the relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose
name such Registered Security (or a Predecessor Security thereof) shall be registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on such Registered Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when so deposited to be held in trust for the benefit of the Person 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 the Holder of such Registered Security (or a
Predecessor Security thereof) at his address as it appears in the Security Register not less than
10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of 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 Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be 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 in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Security may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed
practicable by the Trustee.



     Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular
series pursuant to the provisions of this Indenture, at the option of the Company, interest on
Registered Securities that bear interest may be paid by wire transfer in immediately available
funds if the Holder of the Registered Security has provided to the Company and the Trustee wire
instructions at least five Business Days prior to the applicable payment date or by check mailed to
the address of that Holder as it appears on the books of the Securities Registrar if



30









 







that Holder has not provided wire instructions; provided that any payment of principal (or
premium, if any) in respect of any Security will be made only upon presentation and surrender of
such Security at the applicable Office or Agency.



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



     In the case of any Registered Security of any series that is convertible, which Registered
Security is converted after any Regular Record Date and on or prior to the immediately succeeding
Interest Payment Date (other than any Registered Security with respect to which the Maturity is
prior to such Interest Payment Date), interest on such Interest Payment Date shall be payable on
such Interest Payment Date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name that Registered
Security (or one or more predecessor Registered Securities) is registered at the close of business
on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted, interest with respect to which
the Stated Maturity is after the date of conversion of such Registered Security shall not be
payable.



Section 308 Persons Deemed Owners.




     Prior to due presentment of a Registered 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
Registered Security is registered in the Security Register as the owner of such Registered Security
for the purpose of receiving payment of principal of, any premium and (subject to Section 305 and
Section 307) interest on and any Additional Amounts with respect to, such Registered Security and
for all other purposes whatsoever, whether or not any payment with respect to such Registered
Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.



     No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests
of a Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.



Section 309 Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer, exchange or
conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities
surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the



31









 







Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by or pursuant to this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures.



Section 310 Computation of Interest.




     Except as otherwise provided in or pursuant to this Indenture, or in any Security, interest on
the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.



Section 311 CUSIP Numbers.




     The Company in issuing the 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 Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee of any change in the CUSIP numbers.



ARTICLE FOUR




SATISFACTION AND DISCHARGE OF INDENTURE




Section 401 Satisfaction and Discharge.




     Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with respect to any series of Securities specified in such Company Order and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series, when



     (1) either




     (a) all Securities of such series theretofore authenticated and delivered have been
delivered to the Trustee for cancellation (other than (i) Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306 and (ii) Securities of such series the payment of money for which 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); or




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



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	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at their Stated Maturity within one
year, or
	 
	 	(iii)	 	if redeemable at the option of the Company, are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company,






and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, (x) money in an amount
or (y) Government Obligations that through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, in the opinion of a nationally recognized Independent Registered Public
Accounting Firm expressed in a written certification thereof delivered to the Trustee, money
in the amount, or (z) a combination of (x) and (y) in an amount in the currency in which
such series of Securities are payable sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
including the principal of, any premium and interest on, and any Additional Amounts with
respect to such Securities then determinable, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, 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 Securities of such series; and



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



     In the event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so with respect to 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
Securities, the obligations of the Company to the Trustee under Section 607, the obligations of the
Trustee under Section 403, if money, Government Obligations or a combination thereof shall have
been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of such series under
Section 304, Section 305, Section 306, Section 1002 and Section 1003, and the obligations of the
Company with respect to the payment of Additional Amounts, if any, with respect to such Securities
as contemplated by Section 1004 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 401(1)(b)), and with respect to any rights to convert or exchange such
Securities into Common Stock or other securities, cash or other property shall survive such
satisfaction and discharge.



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Section 402 Defeasance and Covenant Defeasance.




     (1) Unless pursuant to Section 301, either or both of (i) defeasance of the Securities of a
series under clause (2) of this Section 402 shall not be applicable with respect to the Securities
of such series or (ii) covenant defeasance of the Securities of a series under clause (3) of this
Section 402 shall not be applicable with respect to the Securities of such series, then such
provisions, together with the other provisions of this Section 402 (with such modifications thereto
as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to
such Securities, and the Company may at its option by Board Resolution, at any time, with respect
to such Securities, elect to have Section 402(2) or Section 402(3) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Section 402.



     (2) Upon the Company’s exercise of the above option applicable to this Section 402(2) with
respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities on the date the
conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Outstanding Securities, which
shall thereafter be deemed to be “Outstanding” only for the purposes of the Sections of this
Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely from the
trust fund described in clause (4) of this Section 402 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities when such payments are due, and any
rights of such Holder to convert or exchange such Securities into Common Stock or other securities,
cash or other property, (ii) the obligations of the Company and the Trustee with respect to such
Securities under Section 304, Section 305, Section 306, Section 1002 and Section 1003 and the
obligations of the Company with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1004 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect of such Additional
Amounts pursuant to Section 402(4)(a) below), and with respect to any rights to convert or exchange
such Securities into Common Stock or other securities, cash or other property, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402. The
Company may exercise its option under this Section 402(2) notwithstanding the prior exercise of its
option under clause (3) of this Section 402 with respect to such Securities.



     (3) Upon the Company’s exercise of the above option applicable to this Section 402(3) with
respect to any Securities of or within a series, (i) the Company shall be released from its
obligations to comply with any term, provision or condition under Section 801 with respect to such
Securities (and, to the extent specified pursuant to Section 301, any other restrictive covenant
added for the benefit of such Securities) and (ii) unless otherwise specified pursuant to Section
301, the occurrence of any event specified in Section 501(7) shall not be deemed to be an Event of
Default, in each case on and after the date the conditions set forth in clause (4) of this



34









 







Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Securities
shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof) in connection with
any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities,
the Company may omit to comply with, and shall have no liability in respect of, any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any covenant or by reason of reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a
default or an Event of Default under Section 501(4), Section 501(7) or otherwise, as the case may
be, insofar as it relates to Section 801 and, to the extent specified pursuant to Section 301, any
other restrictive covenant added for the benefit of such Security, but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby; provided that the
obligations of the Company with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1004 shall remain unsatisfied only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 402(4)(a) below; provided, further, that
notwithstanding a covenant defeasance with respect to Section 801, any Person to whom a sale,
assignment, transfer, lease, conveyance or other disposition is made pursuant to Section 801, shall
as a condition to such sale, assignment, transfer, lease, conveyance or other disposition, assume
by an indenture supplemental hereto in form satisfactory to the Trustee, executed by such successor
Person and delivered to the Trustee, the obligations of the Company to the Trustee under Section
607 and the second to the last paragraph of Section 402.



     (4) The following shall be the conditions to application of clause (2) or (3) of this Section
402 to any Outstanding Securities of a series:




     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to
comply with the provisions of this Section 402 applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in Dollars
or in such Foreign Currency in which such Securities are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities (determined on the
basis of the Currency in which such Securities are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of
any payment of principal of (and premium, if any) and interest, if any, on such Securities,
money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of
a nationally recognized Independent Registered Public Accounting Firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal
of (and premium, if any) and interest or Additional Amounts then determinable, if any, on
such Outstanding Securities at the Maturity of such principal or installment of principal or
interest, provided that the Company shall



35









 







specify whether such Outstanding Securities are being defeased to Stated Maturity or to
the Redemption Date and (z) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities.




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




     (c) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit.




     (d) In the case of an election under clause (2) of this Section 402, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
stating that




	 	(i)	 	the Company has received from the Internal Revenue Service a
letter ruling, or there has been published by the Internal Revenue Service a
Revenue Ruling, or
	 
	 	(ii)	 	since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law,






in either case to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.




     (e) In the case of an election under clause (3) of this Section 402, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to
the effect that the Holders of such Outstanding Securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred.




     (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant
defeasance under clause (2) or (3) of this Section 402 (as the case may be) have been
complied with.




     (g) If the Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such redemption shall have
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
shall have been made.



36









 






     (h) Notwithstanding any other provisions of this Section 402(4), such defeasance or
covenant defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 301.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed
on or assessed against the Government Obligations deposited pursuant to this Section 402 or the
principal or interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities.



     Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (4) of this Section 402
which, in the opinion of a nationally recognized Independent Registered Public Accounting Firm
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Section 402.



Section 403 Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 403, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 401 or Section 402 in respect of any Outstanding
Securities of any series shall be held in trust and applied by the Trustee, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal, premium, if any, interest and Additional
Amounts, if any, for whose payment such money has or Government Obligations have been deposited
with or received by the Trustee; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law.



Section 404 Qualifying Trustee.




     Any trustee appointed pursuant to Section 402 for the purpose of holding trust funds deposited
pursuant to that Section shall be appointed under an agreement in form acceptable to the Trustee
and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided for herein to the
related defeasance or covenant defeasance have been complied with. In no event shall the Trustee
be liable for any acts or omissions of said trustee.



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ARTICLE FIVE




REMEDIES




Section 501 Events of Default.




     “Event of Default,” wherever used herein with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body), unless such event is specifically deleted or modified in or pursuant to the supplemental
indenture, Board Resolution or Officer’s Certificate establishing the terms of such series pursuant
to this Indenture:



     (1) default in the payment of any interest on or any Additional Amount in respect of any
Security of such series when the interest becomes or the Additional Amounts with respect thereto
become due and payable, and continuance of such default for a period of 30 days;



     (2) default in the payment of the principal of or any premium on any Security of such series
when the principal or premium becomes due and payable at Maturity;



     (3) default in the deposit of any sinking fund payment when and as due by the terms of any
Security of such series, subject to any cure period specified in any Security of such series;



     (4) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements (other than those described in clause (1), (2) or (3) above) on the part of the
Company with respect to that series contained in such Securities or otherwise established with
respect to that series of Securities pursuant to Section 301 hereof or contained in this Indenture
(other than a covenant or agreement which has been expressly included in this Indenture solely for
the benefit of one or more series of Securities other than such series) and such failure shall
continue for a period of 60 days after the date on which written notice of such failure, requiring
the same to be remedied and stating that such notice is a “Notice of Default” shall have been given
to the Company by the Trustee, upon direction of Holders of at least 25% in principal amount of the
Outstanding Securities of that series; provided, however, that if such failure is not capable of
remedy within such 60-day period, such 60-day period shall be extended by an additional 60 days so
long as (i) such failure is subject to cure, and (ii) the Company is using all commercially
reasonable efforts to cure such failure; and provided, further, that a failure to comply with any
such other agreement in the indenture that results from a change in GAAP shall not be deemed to be
an Event of Default;



     (5) a decree or order by a court having jurisdiction in the premises shall have been entered
adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking
liquidation or reorganization of the Company under any applicable bankruptcy, insolvency,
reorganization or other similar law, and such decree or order shall have continued unvacated and
unstayed for a period of 90 days; an involuntary case shall be commenced under any applicable
bankruptcy, insolvency, reorganization or other similar law in respect of the Company and shall
continue undismissed for a period of 90 days or an order for relief in such



38









 







case shall have been entered and such order shall have remained in force unvacated and
unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the
premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a
receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency of the Company or
of its property, or for the winding up or liquidation of its affairs, and such decree or order
shall have remained in force unvacated and unstayed for a period of 90 days;



     (6) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, shall
consent to the filing of a bankruptcy proceeding against it, shall file a petition or answer or
consent seeking liquidation or reorganization under any applicable bankruptcy, insolvency,
reorganization or other similar law, shall consent to the filing of any such petition or shall
consent to the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall
make a general assignment for the benefit of creditors; or



     (7) any other Event of Default provided in or pursuant to the Indenture with respect to
Securities of the series, provided that any such Event of Default that results from a change in
GAAP shall not be deemed to be an Event of Default.



Section 502 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default specified in clause (5) or (6) of the definition thereof above occurs,
the principal of all Securities shall automatically become due and payable, anything contained in
this Indenture or the Securities of each series or established with respect to each series pursuant
to Section 301 to the contrary notwithstanding. If (a) upon the occurrence and continuance of an
Event of Default specified in clause (1) or (2) of the definition thereof, the Company and the
Trustee receive notice in writing that Holders of not less than 25%, or (b) upon the occurrence and
continuance of any other Event of Default other than an Event of Default specified in clause (1),
(2), (5) and (6) of the definition thereof, the Company and the Trustee receive notice in writing
that Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of
that series have declared the principal of all Securities of that series to be due and payable
immediately, then upon any such declaration the same shall become and shall be immediately due and
payable, anything contained in this Indenture or in the Securities of that series or established
with respect to that series to the contrary notwithstanding.



     At any time after a declaration of acceleration or automatic acceleration with respect to the
Securities of any series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereafter in this Article provided, the Holders of not less
than a majority in principal amount of the Outstanding Securities of such series, by written notice
to the Company and the Trustee, may rescind and annul the declaration or automatic acceleration and
its consequences if:



     (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay (i)
all overdue installments of interest on all Securities of such series and any Additional Amounts
payable with respect thereto, (ii) the principal of and any premium on any Securities of the series
which have become due otherwise than by the declaration of acceleration or automatic acceleration
and interest thereon and any Additional Amounts with respect thereto at the rate or



39









 







rates borne by or provided in such Securities, (iii) interest upon overdue interest at the
rate or rates prescribed therefor in such Securities and (iv) 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 Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional Amounts with
respect to, Securities of such series which shall have become due solely by the acceleration, shall
have been cured or waived as provided in Section 513.



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



     The Company covenants that if



     (1) default is made in the payment of any installment of interest on any Security, or any
Additional Amounts payable with respect thereto, when such interest or Additional Amounts shall
have become due and payable and such default continues for any cure period specified with respect
to such Security,



     (2) default is made in the payment of any principal of or premium, if any, on, or any
Additional Amounts payable in respect of any principal of or premium, if any, on any Security at
its Maturity; or



     (3) default is made in the deposit of any sinking fund payment, when and as due by the terms
of any Security and such default continues for any cure period specified with respect to such
Security;


the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities, the whole amount of money then due and payable with respect to such Securities,
with interest upon the overdue principal, any premium and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest and Additional
Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto,
such further amount of money as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due to the Trustee under Section 607.




     If the Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money 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 Securities and collect the monies adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities, wherever situated.



     If an Event of Default with respect to the Securities of any series occurs and is continuing,
the Trustee may, and if (a) an Event of Default specified in clause (1), (2), (5) or (6) of the
definition thereof occurs and is continuing, and Holders of not less than 25%, or (b) an



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Event of Default other than an Event of Default specified in clause (1), (2), (5) or (6) of
the definition thereof occurs and is continuing, and Holders of not less than a majority, in
aggregate principal amount of the Outstanding Securities of such series direct, so long as such
Holders shall have provided the Trustee with such indemnity as it shall require and subject to the
provisions of Section 512, the Trustee shall, proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such appropriate judicial proceedings to
protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.



Section 504 Trustee May File Proofs of Claim.




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



     (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided
for in the Securities of such series, of the principal and any premium, interest and Additional
Amounts owing and unpaid in respect of the Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or
counsel) and of the Holders of Securities allowed in such judicial proceeding, and



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


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




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



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Section 505 Trustee May Enforce Claims without Possession of Securities.




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



Section 506 Application of Money Collected.




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



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



     SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal
and any premium, interest and Additional Amounts 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 aggregate amounts due and payable on such Securities for principal and any premium, interest
and Additional Amounts, respectively;



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



Section 507 Limitations on Suits.




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



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



     (2) (a) in the case of an Event of Default specified in clause (1), (2), (5) and (6), Holders
of not less than 25%, or (b) in the case of an Event of Default other than as specified in clause
(1), (2), (5) and (6), Holders of not less than a majority, in aggregate principal amount of the
Outstanding Securities of such series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;



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



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



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


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



Section 508 Unconditional Right of Holders to Receive Principal and any Premium, Interest and
Additional Amounts.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of, any premium
and (subject to Section 305 and Section 307) interest on, and any Additional Amounts with respect
to, such Security, on the respective Stated Maturity or Maturities therefor specified in such
Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is
due) 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 of a Security 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 each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no
such proceeding had been instituted.



Section 510 Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is
intended to be exclusive of any other right or remedy, and every right and remedy, to the extent
permitted by law, shall 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, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate right or remedy.



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Section 511 Delay or Omission Not Waiver.




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



Section 512 Control by Holders of Securities.




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



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



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



     (3) such direction is not unduly prejudicial to the rights of the other Holders of Securities
of such series not joining in such action.



Section 513 Waiver of Past Defaults.




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



     (1) in the payment of the principal of, any premium or interest on, or any Additional Amounts
with respect to, any Security of such series, or



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



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



Section 514 Waiver of Stay or Extension Laws.




     The Company covenants that (to the extent that it may lawfully do so) 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 expressly waives (to



44









 







the extent that it may lawfully do so) 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.



Section 515 Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest, if any, on or Additional Amounts, if any, with respect to any Security on or
after the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment)
or for the enforcement of the right, if any, to convert or exchange any Security into Common Stock
or other securities, cash or other property in accordance with its terms.



ARTICLE SIX




THE TRUSTEE




Section 601 Certain Duties and Responsibilities.




     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Except during the continuance of an Event of Default with respect to the Securities of a
series of which a Responsible Officer has actual knowledge, the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture with respect to such
Securities, and no implied covenants or obligations shall be read into this Indenture with respect
to such Securities against the Trustee. In case an Event of Default of which a Responsible Officer
has actual knowledge with respect to the Securities of a series has occurred (which has not been
cured or waived), the Trustee shall exercise the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, with respect to such Securities, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers. 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.



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Section 602 Certain Rights of Trustee.




     Subject to the provisions of Section 601:



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



     (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or a Company Order (in each case, other than delivery of any Security to the
Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;



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



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



     (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by or pursuant to this Indenture or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request or direction of any of the Holders of Securities of any series
pursuant to this Indenture, unless such Holders shall have offered to the Trustee 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;



     (6) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, coupon, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may but shall not be obligated to 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, during
business hours and upon reasonable notice, the books, records and premises of the Company,
personally or by agent or attorney at the expense of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;



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



46









 





     (8) the Trustee shall not be liable in its individual capacity for any action taken or
suffered to be taken, unless it shall be proved that the Trustee was negligent, acted in bad faith
or engaged in willful misconduct;



     (9) the Authenticating Agent, Paying Agent, and Security Registrar shall have the same
protections as the Trustee set forth hereunder;



     (10) the Trustee shall not be liable in its individual capacity with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture, and,
to the extent not so provided herein, with respect to any act requiring the Trustee to exercise its
own discretion, 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 or any Securities, unless it shall be proved that, in connection with any such action
taken, suffered or omitted or any such act, the Trustee was negligent, acted in bad faith or
engaged in willful misconduct;



     (11) no provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers;



     (12) the Trustee shall not be charged with knowledge or required to take notice of any default
or Event of Default with respect to the Securities unless either (i) a Responsible Officer shall
have actual knowledge of such default or Event of Default or (ii) written notice of such default or
Event of Default, which references the Securities and this Indenture, shall have been given to a
Responsible Officer by the Company or other obligor on such Securities or by any Holder of such
Securities;



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



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



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



     (16) the permissive rights of the Trustee to take certain actions under or perform any
discretionary act enumerated in this Indenture shall not be construed as a duty unless so specified
herein, and the Trustee shall not be answerable for other than its negligence or willful misconduct
in the performance of such action or act; and



47









 





     (17) the Trustee shall not be liable in its individual capacity with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at
the direction of the Holders of a majority in aggregate principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon
the Trustee, under this Indenture.



Section 603 Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder of which a Responsible Officer
has actual knowledge with respect to the Securities of any series, the Trustee shall give the
Holders of Securities of such series entitled to receive reports pursuant to Section 703, notice of
such default hereunder actually known to a Responsible Officer, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking
fund or purchase fund installment with respect to, any Security 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 in good faith determine
that the withholding of such notice is in the best interest of the Holders of Securities of such
series; and provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.



Section 604 Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity, sufficiency or priority of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of the Securities or the proceeds thereof. Except with respect to the
authentication of Securities pursuant to Section 303, the Trustee shall not be responsible for the
legality or the validity of this Indenture or any Securities issued or to be issued hereunder.



Section 605 May Hold Securities.




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



48









 





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 in writing with the Company.



Section 607 Compensation and Reimbursement.




     The Company agrees:



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



     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be caused by the Trustee’s own negligence or willful misconduct; and



     (3) to fully indemnify each of the Trustee and any predecessor Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any loss, liability,
damage, claim or expense (including reasonable legal fees and expenses), including taxes (other
than taxes based on the income of the Trustee), incurred without negligence or willful misconduct
on their part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the reasonable costs and expenses of defending themselves against
any claim or liability (whether asserted by the Company, a Holder of Securities, or any other
Person) in connection with the exercise or performance of any of their powers or duties hereunder.



     As security for the performance of the payment obligations of the Company under this Section,
the Trustee shall have a lien prior to the Securities of any series 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 or interest on, or any Additional Amounts with respect to, particular Securities.
Such lien shall survive the resignation or removal of the Trustee and the satisfaction and
discharge of this Indenture. Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after a Default or Event of
Default specified in Section 501(5) and 501(6) hereof occurs, the expenses and the compensation for
the services (including the fees and expense of its agents and counsel) are intended to constitute
expense of administration under U.S. Code, Title 11 or any other similar foreign, federal or state
law for the relief of debtors.



     Without prejudice to any other rights available to the Trustee under applicable law, to the
extent permitted by law any compensation or expense incurred by the Trustee after a default




49










 






specified in or pursuant to Section 501 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this
Section 607 shall include any predecessor Trustee but the negligence or willful misconduct of any
Trustee shall not affect the rights of any other Trustee under this Section 607.




     Notwithstanding any other provision of this Indenture to the contrary, in no event shall the
Trustee be liable for special, indirect or consequential damages of any kind whatsoever (including
but not limited to lost profits) even if the Trustee had been advised of the likelihood of such
loss or damage and regardless of the form of action.



     The provisions of this Section 607 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and
effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.



Section 608 Corporate Trustee Required; Eligibility; Conflicting Interests.




     There shall at all times be a Trustee hereunder that is a Corporation or a national banking
association, organized and doing business under the laws of the United States of America, any state
thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to
act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of
at least $50,000,000 subject to supervision or examination by Federal or state authority. 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.



     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one
series or by virtue of being trustee under the Senior Indenture dated as of July 19, 1990, between
the Company and the Trustee, the Senior Indenture dated as of February 1, 1996, between the Company
and the Trustee, the Senior Indenture dated as of February 25, 1997, between the Company and the
Trustee, the Senior Indenture dated as of November 10, 1997, between the Company and the Trustee,
and the Indenture dated as of May 28, 2003 between the Company and the Trustee.



Section 609 Resignation and Removal; Appointment of Successor.




     (1) 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 pursuant to Section 610.



     (2) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a



50









 







successor Trustee required by Section 610 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to such series.



     (3) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 610 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series. The Trustee for one or more series of Securities may be removed by the
Company, so long as no default or Event of Default has occurred and is continuing with respect to
such series.



     (4) If at any time:




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




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




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



      then, in any such case,




	 	(i)	 	the Company, by or pursuant to a Company Order, may remove the
Trustee with respect to all Securities or the Securities of such series, or
	 
	 	(ii)	 	subject to Section 515, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.





     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Company Order, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of such series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 610. If,



51









 







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



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



     (7) In no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.



Section 610 Acceptance of Appointment by Successor.




     (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities,
such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and 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 hereunder of
the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section
1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 607.



     (2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee
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, such successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the



52









 







retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or
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, 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 that no Trustee
shall be responsible for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the exercise of
rights and powers or for the performance of the duties and obligations vested in the Trustee under
this Indenture with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth, 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 with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on request of the Company
or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates and
subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject to its lien, if any, provided for in Section 607.



     (3) Upon request of any Person appointed hereunder as a 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.



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



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




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



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Section 612 Appointment of Authenticating Agent.




     The Trustee may appoint one or more Authenticating Agents acceptable to the Company with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of that or those series issued upon original issue, exchange,
registration of transfer, partial redemption or partial repayment or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.



     Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a Corporation or national banking association
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in accordance with Section
310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this Section.



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



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



54









 





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



     The provisions of Section 303, Section 601, Section 604 and Section 605 shall be applicable to
each Authenticating Agent.



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



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



	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	As Trustee	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	As
	 	Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 






     If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by Company Request (which writing need not be
accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this
Section (and subject to such procedures as shall be acceptable to the Trustee) an Authenticating
Agent having an office in a Place of Payment designated by the Company with respect to such series
of Securities.



55









 





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 shall furnish or
cause to be furnished to the Trustee



     (1) semi-annually with respect to Securities of each series not later than 15 days after each
Regular Record Date in respect of Securities of a series, a list, in each case in such form as the
Trustee may reasonably require, of the names and addresses of Holders of such Securities as of the
applicable date, and



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


provided, however, that so long as the Trustee is the Security Registrar no such list shall be
required to be furnished.




Section 702 Preservation of Information; Communications to Holders.




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



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar shall be
held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 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.




     (1) Within 60 days after May 15 of each year commencing with the first May 15 following the
first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such May 15 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding May 15 and the date of
this Indenture.



     (2) The Trustee shall transmit any reports required by Section 313(a) of the Trust Indenture
Act at the times specified therein.



     (3) A copy of each report, if any, described in Section 703(1) and (2) shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon



56









 







which the Securities are listed, with the Commission and with the Company. The Company will
promptly notify the Trustee when the Securities are 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, shall:



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



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



     (3) transmit 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 Officer’s Certificates).



ARTICLE EIGHT




CONSOLIDATION, MERGER AND SALES




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




     The Company shall not directly or indirectly consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and
the properties and the assets and properties of its Subsidiaries (taken as a whole) to another
Person in one or more related transactions unless:



57









 





     (1) either: (a) the Company is the survivor; or (b) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
lease, conveyance or other disposition has been made is a Person organized or existing under the
laws of the United States, any state of the United States or the District of Columbia;



     (2) the Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other
disposition has been made shall expressly assume, by an indenture (or indentures, if at such time
there is more than one Trustee) supplemental hereto executed by the successor Person and delivered
to the Trustee, the due and punctual payment of the principal of, any premium and interest on and
any Additional Amounts with respect to, all the Securities and the performance of every obligation
in this Indenture and the Outstanding Securities on the part of the Company to be performed or
observed and shall provide for conversion or exchange rights in accordance with the provisions of
the Securities of any series that are convertible or exchangeable into Common Stock or other
securities, cash or other property;



     (3) either the Company or the successor Person shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with; and



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



Section 802 Successor Person Substituted for Company.




     Upon any consolidation by the Company with or merger of the Company into any other Person or
Persons where the Company is not the survivor or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the properties and assets of the Company and
the properties and assets of its Subsidiaries (taken as a whole) to any Person or Persons in
accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition 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 Person had
been named as the Company herein; and thereafter, except in the case of a lease, the predecessor
Person shall be released from all obligations and covenants under this Indenture and the
Securities.



58









 





ARTICLE NINE




SUPPLEMENTAL INDENTURES




Section 901 Supplemental Indentures without Consent of Holders.




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



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



     (2) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender
any right or power herein conferred upon the Company; provided, that in respect of any such
additional covenant, such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of other defaults) or
may provide for an immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive such an Event of
Default; or



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



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



     (5) to cure any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture; provided that no action pursuant to
this clause (5) shall adversely affect the interests of the Holders of Securities of any series
then Outstanding in any material respect; or



     (6) to add to, delete from or revise the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein
set forth; or



     (7) to add any additional Events of Default with respect to all or any series of Securities
(as shall be specified in such supplemental indenture); or



     (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary
for the defeasance and discharge of any series of Securities pursuant to Article Four,



59









 







provided that any such action shall not adversely affect the interests of any Holder of an
Outstanding Security of such series or any other Security in any material respect; or



     (9) to make provisions with respect to conversion or exchange rights of Holders of Securities
of any series; or



     (10) to add guarantees in respect of the Securities of one or more series; or




     (11) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets; or



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



     (13) to provide for Definitive Securities in addition to or in place of Global Securities; or




     (14) to qualify the Indenture under the Trust Indenture Act.



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



Section 902 Supplemental Indentures With Consent of Holders.




     With the consent of the Holders of not less than a majority (or such greater amount as is
provided for a particular series of Securities) in principal amount of the Outstanding 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 or pursuant to a Board Resolution) and the
Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture or of the Securities of such series; provided, however, that no such supplemental
indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall



     (1) change the Stated Maturity of the principal of, or any premium or installment of interest
on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof
or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts
with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change
the obligation of the Company to pay Additional Amounts pursuant to Section 1004, 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



60









 







Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, change the
redemption provisions or adversely affect the right of repayment at the option of any Holder as
contemplated by Article Thirteen, or change the Place of Payment for any Security or the Currency
in which the principal of, any premium or interest on, or any Additional Amounts with respect to
any Security is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for
repayment); or



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the
requirements of Section 1504 for quorum or voting; or



     (3) modify any of the provisions of this Section or Section 513 or Section 1005, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; or



     (4) make any change that adversely affects the right to convert or exchange any Security into
or for Common Stock or other securities, cash or other property in accordance with the terms of
such Security.



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



     It shall not be necessary for any Act of Holders of Securities 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.



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



Section 903 Execution of Supplemental Indentures.




     As a condition to 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 shall be fully protected in



61









 







relying upon, an Officer’s Certificate and 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 a Security of any series affected thereby
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.



Section 905 Reference in Securities to Supplemental Indentures.




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



Section 906 Conformity with Trust Indenture Act.




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



Section 907 Notice of Supplemental Indenture.




     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 902, the Company shall transmit to the Holders of Outstanding Securities of any
series affected thereby a notice setting forth the substance of such supplemental indenture;
provided, that any failure to provide, or any defect in any such notice, shall not impair the
validity of any such supplemental indenture.



ARTICLE TEN




COVENANTS




Section 1001 Payment of Principal, any Premium, Interest and Additional Amounts.




     The Company covenants and agrees for the benefit of the Holders of the Securities of each
series that it will duly and punctually pay the principal of, any premium and interest on and any
Additional Amounts with respect to, the Securities of such series in accordance with the terms
thereof and this Indenture.



62









 





Section 1002 Maintenance of Office or Agency.




     The Company shall maintain in each Place of Payment for any series of Securities an Office or
Agency where Securities of such series may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or exchange, where
Securities of such series that are convertible or exchangeable may be surrendered for conversion or
exchange, and where notices and demands to or upon the Company in respect of the Securities of such
series relating thereto 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 its agent to receive all such presentations, surrenders, notices and
demands.



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



     Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as
the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York,
and initially appoints the Corporate Trust Office of JPMorgan Chase Bank, N.A. located at 4 New
York Plaza, 15th Floor, New York, New York 10004, Attention: Worldwide Securities Services, as the
Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York for the Securities of any series.



Section 1003 Money for 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
Securities, it shall, on or before each due date of the principal of, any premium or interest on or
Additional Amounts with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
shall, on or prior to each due date of the principal of, any premium or interest on or any
Additional Amounts with respect to any Securities of such series, deposit with any Paying



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Agent a sum (in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its failure so to act.



     The Company shall cause each Paying Agent for any series of 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 shall:



     (1) hold all sums held by it for the payment of the principal of, any premium or interest on
or any Additional Amounts with respect to 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
provided in or pursuant to this Indenture;



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



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



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



     Except as otherwise provided herein or pursuant hereto, 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, any
premium or interest on or any Additional Amounts with respect to any Security of any series and
remaining unclaimed for two years after such principal or any such premium or interest or any such
Additional Amounts shall have become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company either cause to be published once, in an Authorized Newspaper in
each Place of Payment for such series, or may cause to be mailed once to Holders of Registered
Securities of such series, 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 nor later than two years after such principal and any premium or interest or Additional
Amounts shall have become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company.



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Section 1004 Additional Amounts.




     If any Securities of a series provide for the payment of Additional Amounts, the Company
agrees to pay to the Holder of any such Security Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium or interest on, or in respect of, any Security of
any series, such mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such
terms, and express mention of the payment of Additional Amounts (if applicable) in any provision
hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.



     Except as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to such series of Securities
(or if the Securities of such series shall not bear interest prior to Maturity, the first day on
which a payment of principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee and the principal
Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if
any, or interest on the Securities of such series shall be made to Holders of Securities of such
series who are United States Aliens (as demonstrated by delivery of appropriate tax forms) without
withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of such series. If any such withholding shall be required, then such Officer’s
Certificate shall specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities, and the Company agrees to pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance on any Officer’s
Certificate furnished pursuant to this Section.



Section 1005 Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition specified pursuant to Section 301 with respect to the Securities of any series if the
Company shall have obtained or filed with the Trustee, prior to the time of such failure or
omission, evidence (as described in Section 104) of the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series, by Act of such Holders,
either waiving such compliance in such instance or generally waiving compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.



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Section 1006 Company Statement as to Compliance.




     (1) If any Securities are Outstanding under this Indenture, the Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officer’s Certificate) signed by the principal executive officer,
the principal financial officer or the principal accounting officer, stating that




     (a) in the course of the performance of his or her duties as an officer of the Company
he or she would normally have knowledge of any default by the Company in the performance of
the covenants contained in this Indenture, and




     (b) to his or her knowledge, the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year, or, if there has been a
noncompliance in the fulfillment of any such condition or covenant, specifying each such
noncompliance known to him or her and the nature and status thereof.



     (2) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Indenture other than to receive written notices described in Section 1006(1).



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101 Applicability of Article.




     Redemption of Securities of any series at the option of the Company as permitted or required
by the terms of such Securities shall be made in accordance with the terms of such Securities and
(except as otherwise provided herein or pursuant hereto) this Article.



Section 1102 Election to Redeem; Notice to Trustee.




     The election of the Company to optionally redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company of the
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 Securities of such series to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant
to an election of the Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.



Section 1103 Selection by Trustee of Securities to be Redeemed.




     If less than all of the Securities of any series with the same issue date, interest rate or
formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee



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from the Outstanding Securities of such series not previously called for redemption on a pro
rata basis or by lot (whichever is consistent with the Trustee’s customary practice); provided,
however, that no such partial redemption shall reduce the portion of the principal amount of a
Registered Security of such series not redeemed to less than the minimum denomination for a
Security of such series established herein or pursuant hereto.



     The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.



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



     Unless otherwise specified in or pursuant to this Indenture or the Securities of any series,
if any Security selected for partial redemption is converted into or exchanged for Common Stock or
other securities, cash or other property in part before termination of the conversion or exchange
right with respect to the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted or exchanged during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.



Section 1104 Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 106, not less than 30
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the
Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by
mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect
the validity of the proceedings for the redemption of any other Securities or portion thereof.



     Any notice that is mailed to the Holder of any Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice.



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price or if not then ascertainable, the manner of calculation thereof,



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



     (4) in case any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of such Security, the



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Holder of such Security will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,



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



     (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining thereto,



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




     (8) in the case of Securities of any series that are convertible or exchangeable into Common
Stock or other securities, cash or other property, the conversion or exchange price or rate, the
date or dates on which the right to convert or exchange the principal of the Securities of such
series to be redeemed will commence or terminate and the place or places where such Securities may
be surrendered for conversion or exchange, and



     (9) the CUSIP number (or any other numbers used by a Depositary to identify such Securities).



     A notice of redemption published as contemplated by Section 106 need not identify particular
Registered Securities to be redeemed.



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



Section 1105 Deposit of Redemption Price.




     At or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit, with respect to the Securities of any series called for redemption pursuant to Section
1104, 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
applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 or in the
Securities of such series) any accrued interest on and Additional Amounts with respect to such
accrued interest, all such Securities or portions thereof which are to be redeemed on that date.



Section 1106 Securities Payable on Redemption Date.




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



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Additional Amounts to the Redemption Date; provided, however, that, except as otherwise
specified in or pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 307.



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



Section 1107 Securities Redeemed in Part.




     Any Registered Security which is to be redeemed only in part shall be surrendered at any
Office or Agency for such Security (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same series, containing
identical terms and provisions, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Global Security is so surrendered, the Company shall execute,
and the Trustee shall authenticate and deliver to or on behalf of the U.S. Depositary or other
Depositary for such Global Security as shall be specified in the Company Order with respect thereto
to the Trustee, without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so surrendered.



Section 1108 Repurchases on the Open Market.




     The Company or any Affiliate of the Company may at any time or from time to time repurchase
any of the Securities in the open market or otherwise. Such Securities may, at the option of the
Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee for
cancellation.



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
Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture
or any Security of such series issued pursuant to this Indenture.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of such



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



Section 1202 Satisfaction of Sinking Fund Payments with Securities.




     The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities previously called for
redemption or any of such Securities in respect of which cash shall have been released to the
Company) and (2) apply as a credit Securities of such series which have been redeemed either at the
election of the Company pursuant to the terms of such series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If as a result of the delivery or credit of Securities of
any series in lieu of cash payments pursuant to this Section 1202, the principal amount of
Securities of such series to be redeemed in order to satisfy the remaining sinking fund payment
shall be less than $100,000, the Trustee need not call Securities of such series for redemption,
except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over and deliver to the
Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that series purchased by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the Company.



Section 1203 Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company shall deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section 1202, and the basis for such credit and the optional amount, if any, to be added in cash to
the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so credited and not theretofore delivered. If such Officer’s Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 60
days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 1104. Such notice having been duly



70









 







given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Section 1106 and Section 1107.



ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS




Section 1301 Applicability of Article.




     Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Section 1301, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the close of business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of the Company to pay
the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.



ARTICLE FOURTEEN




SECURITIES IN FOREIGN CURRENCIES




Section 1401 Applicability of Article.




     Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary pursuant to this Indenture or the Securities of any particular series,
any amount in respect of any Security denominated in a Foreign Currency shall be treated for any
such action or distribution as that amount of Dollars that could be obtained for such amount on
such reasonable basis of exchange and as of the record date with respect to Registered Securities
of such series (if any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Company may specify in a written notice to
the Trustee or, in the absence of such written notice, as the Trustee may determine.



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ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES




Section 1501 Purposes for Which Meetings May Be Called.




     A meeting of Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by
Holders of Securities of such series.



Section 1502 Call, Notice and Place of Meetings.




     (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in the Borough of
Manhattan, The City of New York. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor
more than 180 days prior to the date fixed for the meeting.



     (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 1501, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in clause (1) of this Section.



Section 1503 Persons Entitled to Vote at Meetings.




     To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote
at such meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.



Section 1504 Quorum; Action.




     The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of a different percentage in
principal amount of the Outstanding Securities of a series, the Persons entitled to



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vote such percentage in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In
the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall constitute a
quorum.



     Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities
of that series; provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly provides may be
given by the Holders of at least 66-2/3% in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is
present as aforesaid only by the affirmative vote of the Holders of 66-2/3% in principal amount of
the Outstanding Securities of that series; and provided, further, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly provides may be
made, given or taken by the Holders of a different specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series, may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by
the affirmative vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series.



     Any resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all the Holders of Securities of such
series, whether or not such Holders were present or represented at the meeting.



Section 1505 Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such
series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104. Such regulations may provide that written instruments appointing



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proxies, regular on their face, may be presumed valid and genuine without the proof specified
in Section 104 or other proof.



     (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1502(2), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.



     (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.



     (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.



Section 1506 Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the permanent secretary of
the meeting their verified written reports in triplicate of all votes cast at the meeting. A
record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the permanent secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.



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



	 	 	 	 	 
	 	 	THE WILLIAMS COMPANIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title: