EX-4.1



 





EXHIBIT 4.1




 

 






MEDCO HEALTH SOLUTIONS, INC.




TO




U.S. BANK TRUST NATIONAL ASSOCIATION




Trustee




 






INDENTURE


Dated as of March [•], 2008




 






 

 








 









 












MEDCO HEALTH SOLUTIONS, INC.




Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of March [•], 2008




	 	 	 	 	 	 	 
	Trust Indenture	 	 
	     Act Section     	 	Indenture Section
	=
	 	310	 	(a)(l) 	 	609
	 
	 	 	 	(a)(2) 	 	609
	 
	 	 	 	(a)(3) 	 	Not Applicable
	 
	 	 	 	(a)(4) 	 	Not Applicable
	 
	 	 	 	(b)	 	608
	 
	 	 	 	 	 	610
	=
	 	311	 	(a) 	 	613(a)
	 
	 	 	 	(b)	 	613(b)
	 
	 	 	 	(b)(2) 	 	703(a)(2)
	 
	 	 	 	 	 	703(b)
	=
	 	312	 	(a) 	 	701
	 
	 	 	 	 	 	702(a)
	 
	 	 	 	(b)	 	702(b)
	 
	 	 	 	(c)	 	702(c)
	=
	 	313	 	(a)	 	703(a)
	 
	 	 	 	(b)	 	703(b)
	 
	 	 	 	(c)	 	703(a), 703(b)
	 
	 	 	 	(d)	 	703(c)
	=
	 	314	 	(a)	 	704
	 
	 	 	 	(b)	 	Not Applicable
	 
	 	 	 	(c)(1) 	 	102
	 
	 	 	 	(c)(2) 	 	102
	 
	 	 	 	(c)(3) 	 	Not Applicable
	 
	 	 	 	(d)	 	Not Applicable
	 
	 	 	 	(e)	 	102
	=
	 	315	 	(a)	 	601(a)
	 
	 	 	 	(b)	 	602
	 
	 	 	 	 	 	703(a)(6)
	 
	 	 	 	(c)	 	601(b)
	 
	 	 	 	(d)	 	601(c)
	 
	 	 	 	(d)(1) 	 	601(a)(1)
	 
	 	 	 	(d)(2) 	 	601(c)(2)
	 
	 	 	 	(d)(3) 	 	601(c)(3)
	 
	 	 	 	(e)	 	514
	=
	 	316	 	(a) 	 	101
	 
	 	 	 	(a)(1)(A) 	 	502
	 
	 	 	 	 	 	512
	 
	 	 	 	(a)(1)(B) 	 	513
	 
	 	 	 	(a)(2) 	 	Not Applicable
	 
	 	 	 	(b)	 	508
	=
	 	317	 	(a)(1) 	 	503
	 
	 	 	 	(a)(2) 	 	504
	 
	 	 	 	(b)	 	1003
	=
	 	318	 	(a)	 	107








 




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




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	RECITALS OF THE COMPANY
	 	 	1	 
	 
	 	 	 	 
	ARTICLE ONE

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	8	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	9	 
	SECTION 104. Acts of Holders; Record Dates
	 	 	9	 
	SECTION 105. Notices, Etc., to Trustee and Company
	 	 	11	 
	SECTION 106. Notice to Holders; Waiver
	 	 	11	 
	SECTION 107. Conflict with Trust Indenture Act
	 	 	12	 
	SECTION 108. Effect of Headings and Table of Contents
	 	 	12	 
	SECTION 109. Successors and Assigns
	 	 	12	 
	SECTION 110. Separability Clause
	 	 	12	 
	SECTION 111. Benefits of Indenture
	 	 	12	 
	SECTION 112. Governing Law
	 	 	12	 
	SECTION 113. Legal Holidays
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO

	SECURITY FORMS

	 
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	13	 
	SECTION 202. Form of Face of Security
	 	 	13	 
	SECTION 203. Form of Reverse of Security
	 	 	15	 
	SECTION 204. Additional Provisions Required in Global Security
	 	 	18	 
	SECTION 205. Form of Trustee’s Certificate of Authentication
	 	 	19	 








 




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




- ii -









 










	 	 	 	 	 
	 	 	Page
	ARTICLE THREE

	THE SECURITIES

	 
	 	 	 	 
	SECTION 301. Title and Terms
	 	 	19	 
	SECTION 302. Denominations
	 	 	22	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	22	 
	SECTION 304. Temporary Securities
	 	 	24	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	24	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	26	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	26	 
	SECTION 308. Persons Deemed Owners
	 	 	27	 
	SECTION 309. Cancellation
	 	 	28	 
	SECTION 310. Computation of Interest
	 	 	28	 
	 
	 	 	 	 
	ARTICLE FOUR

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	28	 
	SECTION 402. Application of Trust Money
	 	 	29	 
	 
	 	 	 	 
	ARTICLE FIVE

	REMEDIES

	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	30	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	31	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	33	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	34	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	34	 
	SECTION 506. Application of Money Collected
	 	 	34	 
	SECTION 507. Limitation on Suits
	 	 	35	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	35	 








 




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




- iii -









 










	 	 	 	 	 
	 	 	Page
	SECTION 509. Restoration of Rights and Remedies
	 	 	36	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	36	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	36	 
	SECTION 512. Control by Holders
	 	 	36	 
	SECTION 513. Waiver of Past Defaults
	 	 	37	 
	SECTION 514. Undertaking for Costs
	 	 	37	 
	SECTION 515. Waiver of Stay or Extension Laws
	 	 	38	 
	 
	 	 	 	 
	ARTICLE SIX

	THE TRUSTEE

	 
	 	 	 	 
	SECTION 601. Certain Duties and Responsibilities
	 	 	38	 
	SECTION 602. Notice of Defaults
	 	 	39	 
	SECTION 603. Certain Rights of Trustee
	 	 	39	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities
	 	 	40	 
	SECTION 605. May Hold Securities
	 	 	41	 
	SECTION 606. Money Held in Trust
	 	 	41	 
	SECTION 607. Compensation and Reimbursement
	 	 	41	 
	SECTION 608. Disqualification; Conflicting Interests
	 	 	41	 
	SECTION 609. Corporate Trustee Required; Eligibility
	 	 	46	 
	SECTION 610. Resignation and Removal; Appointment of Successor
	 	 	47	 
	SECTION 611. Acceptance of Appointment by Successor
	 	 	48	 
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	49	 
	SECTION 613. Preferential Collection of Claims Against Company
	 	 	49	 
	SECTION 614. Appointment of Authenticating Agent
	 	 	53	 
	 
	 	 	 	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	54	 








 




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




- iv -









 










	 	 	 	 	 
	 	 	Page
	SECTION 702. Preservation of Information; Communications to Holders
	 	 	55	 
	SECTION 703. Reports by Trustee
	 	 	56	 
	SECTION 704. Reports by Company
	 	 	57	 
	 
	 	 	 	 
	ARTICLE EIGHT

	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 
	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	58	 
	SECTION 802. Successor Corporation Substituted
	 	 	59	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURE

	 
	 	 	 	 
	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
	 	 	61	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	62	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	62	 
	 
	 	 	 	 
	ARTICLE TEN

	COVENANTS

	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	62	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	62	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	63	 
	SECTION 1004. Corporate Existence
	 	 	64	 
	SECTION 1005. Payment of Taxes and Other Claims
	 	 	64	 
	SECTION 1006. Restrictions on Liens
	 	 	64	 
	SECTION 1007. Statement by Officers as to Default
	 	 	66	 
	SECTION 1008. Waiver of Certain Covenants
	 	 	66	 
	SECTION 1009. Restrictions Sale and Leasebacks
	 	 	66	 








 




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




- v -









 










	 	 	 	 	 
	 	 	Page
	ARTICLE ELEVEN

	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	SECTION 1101. Applicability of Article
	 	 	67	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	67	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	68	 
	SECTION 1104. Notice of Redemption
	 	 	68	 
	SECTION 1105. Deposit of Redemption Price
	 	 	69	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	69	 
	SECTION 1107. Securities Redeemed in Part
	 	 	69	 
	 
	 	 	 	 
	ARTICLE TWELVE

	SINKING FUNDS

	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	70	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	70	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	70	 
	 
	 	 	 	 
	ARTICLE THIRTEEN

	DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	SECTION 1301. Applicability of Article: Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	71	 
	SECTION 1302. Defeasance and Discharge
	 	 	71	 
	SECTION 1303. Covenant Defeasance
	 	 	71	 
	SECTION 1304. Conditions to Defeasance or Covenant Defeasance
	 	 	72	 
	SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	 	 	74	 








 




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






- vi -










 





          INDENTURE, dated as of March [•], 2008, from Medco Health Solutions, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 100 Parsons Pond Drive, Franklin Lakes, New Jersey, 07417, to U.S.
Bank Trust National Association, a national bank association, as Trustee.




RECITALS OF THE COMPANY




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




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




NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




SECTION 101. Definitions.




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





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




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




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




     (4) unless the context otherwise requires, any reference to an “Article” or a
“Section” refers to an Article or a Section, as the case may be, of this Indenture;
and



 









 






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



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




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




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




          “applicants” has the meaning specified in Section 702.




          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments
(excluding, however, any amounts required to be paid by such lessee, whether or not designated as
rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales or similar contingent amounts) during the remaining term of the
lease included in such Sale and Leaseback Transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such lease, determined
in accordance with GAAP.




          “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.




          “Board of Directors” means either the board of directors of the Company or any committee of
that board duly authorized to act hereunder.




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




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




          “Capital Stock” means:




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




- 2 -









 






(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, but excluding any debt securities convertible into, or exchangeable
for, such Capital Stock.



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




          “Company” means Medco Health Solutions, Inc., a Delaware corporation, and any and all
successors thereto.




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




          “Consolidated Net Tangible Assets” means total assets (less accumulated depreciation and
valuation reserves and other reserves and items deductible from gross book value of specific asset
accounts under GAAP) after deducting therefrom (a) all current liabilities, (b) any item
representing investments in Unrestricted Subsidiaries and (c) all goodwill, recorded intangible
assets, trade names, trademarks, patents, unamortized debt discount, organization expenses and
other like intangibles, all as set forth on the most recent balance sheet of the relevant Person
and its consolidated Restricted Subsidiaries and computed in accordance with GAAP.




          “Corporate Trust Office” means the principal office of the Trustee in New York, New York at
which at any particular time its corporate trust business shall be administered.




          “corporation” includes a corporation, association, company, companies or business trust.




          “covenant defeasance” has the meaning specified in Section 1303.




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




          “defeasance” has the meaning specified in Section 1302.




- 3 -









 








          “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 301, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any series shall mean the Depositary with
respect to the Securities of such series.



          “Equity
Interests” means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital
Stock).




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




          “Expiration Date” has the meaning specified in Section 104.




          “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America.




          “Global Security” means a Security in the form prescribed in Section 204 evidencing all or
part of a series of Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.




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




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




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




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




          “Investment Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.




          “Lien” means, with respect to any asset, any mortgage, lien, pledge, security interest or
other encumbrance; provided that in no event shall an operating lease or any Uniform
Commercial Code financing statement filed in respect thereof be deemed to constitute a Lien.




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




          “Maturity” when used 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 therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.




          “Notice of Default” means a written notice of the kind specified in Section 501(4) or 501(5).




- 4 -









 








          “Officers’ Certificate” means a certificate signed on behalf of the Company by two officers of
the Company, one of whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, and delivered to the Trustee.




          “Opinion of Counsel” means a written opinion of legal counsel, who may be counsel for the
Company, and who shall be reasonably acceptable to the Trustee.




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




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




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





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




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




     (iii) Securities which have been defeased pursuant to Section 1302
hereof; and




     (iv) Securities which have 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, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the
Company;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as of any date, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal
amount of a Security denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the principal amount


- 5 -









 






(or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i) above) of such
Security, and (iii) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded obligor.




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




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




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




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




          “Principal Property” means (a) the land, land improvements, buildings and fixtures (to the
extent they constitute real property interests, including any leasehold interest therein)
constituting the principal corporate office, any automated dispensing pharmacy, prescription
processing center, call center, data center or office (whether now owned or hereafter acquired)
which is owned by the Company or one of its Restricted Subsidiaries and is located in the United
States; provided that no such property shall be deemed a Principal Property if its gross
book value (before deducting accumulated depreciation) is less than 1% of the Company’s
Consolidated Net Tangible Assets, and (b) any Capital Stock or indebtedness of any Restricted
Subsidiary owning any such property; provided that “Principal Property” shall not
include any facility that in the opinion of the Company’s Board of Directors is not of material
importance to the total business conducted by the Company and its Restricted Subsidiaries,
considered as a whole.




          “Receivables and Related Assets” means accounts receivable, instruments, chattel paper,
obligations, general intangibles and other similar assets, including interests in merchandise or
goods, the sale or lease of which give rise to the foregoing, related contractual rights,
guarantees, insurance proceeds, collections, other related assets and proceeds of all the
foregoing.




          “Receivables Program” means, with respect to any Person, any accounts receivable
securitization program pursuant to which such Person pledges, sells or otherwise transfers or
encumbers its accounts receivable.




- 6 -









 








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




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




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




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




          “Restricted Subsidiary” means a Subsidiary which owns or leases any Principal Property.




          “Sale and Leaseback Transactions” means any direct arrangement relating to a Principal
Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers
such Principal Property to another Person and the Company or a Restricted Subsidiary leases it from
such other Person.




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




          “Security Register” has the meaning specified in Section 305




          “Security Registrar” has the meaning specified in Section 305.




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




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





- 7 -









 








          “Subsidiary” means a corporation, partnership or trust more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.




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




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




          “U.S. Government Obligations” has the meaning specified in Section 1304(l).




          “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.”




          “Voting Stock” means stock or other interests evidencing ownership in a corporation,
partnership or trust which ordinarily has voting power for the election of directors, or other
persons performing equivalent functions, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.




          “Wholly Owned Subsidiary” of any specified Person means a Subsidiary of such Person, all of
the outstanding Capital Stock or other ownership interests of which (other than directors’
qualifying shares) are owned by such Person and/or by one or more Wholly Owned Subsidiaries of such
Person.




SECTION 102. Compliance Certificates and Opinions.




          Except as otherwise expressly provided by 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 (i) an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with and
(ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with; provided, however, that in the case of
any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular application or request,
including any request to authenticate and deliver Securities of any series pursuant to Section 303,
no additional certificate or opinion need be furnished.




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




- 8 -









 









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




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




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




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



SECTION 103. Form of Documents Delivered to Trustee.




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




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




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




SECTION 104. Acts of Holders; Record Dates.





     (a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such



- 9 -









 







instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.




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




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




     (d) Any request, demand, authorization, direction, notice, consent, waiver or
other Act of 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, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.



     The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred to in Section
507(2) or (iv) any direction referred to in Section 512. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this



- 10 -









 







paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.



     With respect to any record date set pursuant to this Section, the Company may designate any
day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the Trustee in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date set pursuant to this
Section, the Company shall be deemed to have initially designated the 180th day after such record
date as the Expiration Date with respect thereto, subject to its right to change the Expiration
Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.



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




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





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




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



SECTION 106. Notice to Holders; Waiver.




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




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          In 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.




SECTION 107. Conflict with Trust Indenture Act.




          If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.




SECTION 108. Effect of Headings and Table of Contents.




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



SECTION 109. Successors and Assigns.




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




SECTION 110. Separability Clause.




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




SECTION 111. Benefits of Indenture.




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




SECTION 112. Governing Law.




          This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.




SECTION 113. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity; provided that, unless otherwise
provided in the terms of the Securities, no interest shall




- 12 -









 







accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.




ARTICLE TWO




SECURITY FORMS




SECTION 201. Forms Generally.




          The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form (including permanent global form) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of such Securities. If the
form of Securities of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of
the Securities of any series established by action taken pursuant to a Board Resolution are not to
be issued at one time, it shall not be necessary to deliver a record of such action at the time of
issuance of each Security of such series, but an appropriate record of such action shall be
delivered at or before the time of issuance of the first Security of such series.




          The Trustee’s certificates of authentication shall be in substantially the form set forth in
this Article.




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




SECTION 202. Form of Face of Security.




          [Insert any legend required by the Internal Revenue Code and the regulations thereunder.]




MEDCO HEALTH SOLUTIONS, INC.




 






			
	 	 	 
	No.                                        
	 	$                    






          MEDCO HEALTH SOLUTIONS, INC., a corporation duly organized and existing under the laws of
Delaware (herein called the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to, or registered
assigns, the principal sum of                      Dollars on ___                                        , [If the
Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from
                     or from the most recent Interest Payment Date to which




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interest has been paid or duly
provided for, semi-annually on                      and                      in each year, commencing                     , at the rate of ___%
per annum, until the principal hereof is paid or made available for payment [If applicable,
insert — and (to the extent that the payment of such interest shall be legally enforceable) at
the rate of ___% per annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the                      or                      (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].




          [If the Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such default in payment
to the date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]




          Payment of the principal of (and premium, if any) and [if applicable, insert — any
such] interest on this Security will be made at the office or agency of the Company maintained for
that purpose in Franklin Lakes, New Jersey], in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts [if
applicable, insert —; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register].




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.




- 14 -









 








          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




     Dated:



	 	 	 	 	 
	 	MEDCO HEALTH SOLUTIONS, INC.

 	 
	 	By  	 	 
	 	 	 	 




Attest:



	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

 

	 	 





SECTION 203. Form of Reverse of Security.




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
March    , 2008 (herein called the “Indenture”), from the Company to U.S. Bank Trust National
Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof[, limited in aggregate principal
amount to $                    ].




          [If applicable insert — The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, [if applicable, insert — (1) on                      in any
year commencing with the year ___ and ending with the
year ___ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [on or after ___, 20_], as a whole or in part, at the election of the Company, [at the
following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or
before                     ,                     %, and if redeemed] during the 12-month period beginning                      of the
years indicated,




	 	 	 	 	 	 	 
	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 





- 15 -









 





and thereafter] at a Redemption Price equal to ___% of the principal amount, together in the case
of any such redemption [if applicable, insert — (whether through operation of the sinking
fund or otherwise)] [if applicable insert — plus [     ]] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record Dates referred to on
the face hereof, all as provided in the Indenture.]




          [If applicable, insert — The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, (1) on                      in any year commencing with the year ___
and ending with the year                      through operation of sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [on or after                     ], as
a whole or in part, at the election of the Company, [at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12 month period beginning
                                         of the years indicated,



	 	 	 	 	 
	 	 	Redemption Price For	 	 
	 	 	Redemption Through	 	Redemption Price For
	 	 	Operation of the	 	Redemption Otherwise Than
	 	 	Sinking	 	Through Operation of the
	Year	 	Fund	 	Sinking Fund
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




and thereafter] at a Redemption Price equal to ___% of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) [if
applicable insert — plus [     ]] with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]




          [The sinking fund for this series provides for the redemption on                                          in each year
beginning with the year                      and ending with the year                      of [not less than] $                    
[(“mandatory sinking fund”) and not more than $                    ] aggregate principal amount of Securities of
this series. [Securities of this series acquired or redeemed by




- 16 -









 







the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund
payments otherwise required to be made.]




          In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.




          [If applicable, insert — The Indenture contains provisions for defeasance at any time
of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of
Default with respect to this Security] [, in each case] upon compliance with certain conditions set
forth in the Indenture.]




          [If the Security is not an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]




          [If the Security is an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. Such amount shall be equal to — insert formula for
determining the amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, overdue premium and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the
Securities of this series shall terminate.]




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a majority in principal
amount of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.




          [As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee





- 17 -









 







to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.]




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




          The Securities of this series are issuable only in registered form without coupons in
denominations of $                     and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.




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




          Prior to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          All terms used in this Security that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.




SECTION 204. Additional Provisions Required in Global Security.




          Any Global Security issued hereunder shall, in addition to the provisions contained in
Sections 202 and 203, bear a legend in substantially the following form:




- 18 -









 









     “This 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
of a Depositary. This Security is exchangeable for Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture and may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary.”



          Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any Global Security shall provide, in addition to the provisions set forth in Sections
202 and 203 and the preceding paragraph, that the Depositary will not sell, assign, transfer or
otherwise convey any beneficial interest in such Global Security unless such beneficial interest is
in an amount equal to an authorized denomination for Securities of such series, and that the
Depositary, by accepting such Global Security, agrees to be bound by such provision.




SECTION 205. Form of Trustee’s Certificate of Authentication.




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




	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION

As Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



ARTICLE THREE




THE SECURITIES




SECTION 301. Title and Terms.




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




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,






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



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     (2) any limit upon the aggregate principal amount of the Securities of the
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 the series pursuant to Section 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
shall not have been issued and sold by the Company and are therefore deemed never to
have been authenticated and delivered hereunder);




     (3) the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest;




     (4) the date or dates on which the principal of the Securities of the series is
payable;




     (5) the rate or rates (or the formula pursuant to which such rate or rates
shall be determined) at which the Securities of the series shall bear interest, if
any, including the rate of interest applicable on overdue payments of principal or
interest, if different from the rate of interest stated in the title of the
Security; the date or dates from which such interest shall accrue, the Interest
Payment Dates on which such interest shall be payable and the Regular Record Date
for the interest payable on any Interest Payment Date;




     (6) the place or places where the principal of (and premium, if any) and
interest on the Securities of the series shall be payable;




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




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




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




     (10) the currency or currencies, including composite currencies, in which
payment of the principal of and any premium and interest on the Securities of the
series shall be payable if other than the currency of the United States, which may
be different for principal, premium, if any, and interest;




     (11) if the principal of (and premium, if any) or interest, if any, on the
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency or currencies other than that on which the Securities



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are stated to be payable, the currency or currencies in which payment of the
principal of (and premium, if any) or interest on Securities of such series as to
which such election is made shall be payable, and the period or periods within
which, and the terms and conditions upon which, such election may be made;




     (12) if the amount of payments of principal of and any premium or interest on
the Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined;




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




     (14) any Event of Default with respect to the Securities of the series, if not
set forth herein;




     (15) the application, if any, of either or both of Section 1302 and Section
1303 to the Securities of the series; and




     (16) whether the Securities of the series shall be issued in whole or in part
in the form of one or more Global Securities and, in such case, the Depositary for
such Global Security or Securities, which Depositary shall be, if then required by
applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended;




     (17) any mandatory or optional sinking fund or analogous provisions or
provisions for redemption at the option of the Company;




     (18) if applicable, the date after which and the price at which, the periods
within which, and the terms and conditions upon which the Securities of the series
may, pursuant to any optional or mandatory redemption provisions, be
redeemed and other detailed terms and provisions of those optional or mandatory
redemption provisions, if any;




     (19) if applicable, the terms and conditions upon which the Securities of the
series may be repayable prior to final maturity at the option of the Holder thereof
(which option may be conditional);




     (20) if the Securities of the series may be converted into or exercised or
exchanged for other Securities of the Company or other securities or debt or equity
securities of third parties, the terms on which conversion, exercise or exchange may
occur, including whether conversion, exercise or exchange is mandatory, at the
option of the Holder or at the option of the Company, the period during which
conversion, exercise or exchange may occur, the initial conversion, exercise or
exchange price or rate and the circumstances or manner in which the amount of other
Securities of the Company or other securities or the debt or equity securities of
third parties issuable upon conversion, exercise or exchange may be adjusted;



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     (21) any addition to, deletion from or change in the covenants set forth in
Article 10 which applies to Securities of the series; and




     (22) any other terms of the series (which terms shall not be inconsistent with
the provisions of this Indenture, except as permitted by Section 901(5)).



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




          If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series. If all of the Securities of any
series established by action taken pursuant to a Board Resolution are not to be issued at one time,
it shall not be necessary to deliver a record of such action at the time of issuance of each
Security of such series, but an appropriate record of such action shall be delivered at or before
the time of issuance of the first Security of such series.




SECTION 302. Denominations.




          The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.




SECTION 303. Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or one of its Vice Presidents, attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on the Securities may
be manual or facsimile.




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




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and make
available for delivery such Securities. If all of the Securities of any series are not to be
issued at one time and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the




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issuance of such Securities and determining the terms of particular Securities of such series, such
as interest rate, maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,





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




     (b) if the terms of such Securities have been established by or pursuant to a
Board Resolution as permitted by Section 301, that such terms have been established
in conformity with the provisions of this Indenture; and




     (c) 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 and, if applicable, to provisions of law which may require that a
judgment for money damages rendered by a court in the United States be expressed in
United States dollars.


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 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 Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents are delivered at or prior
to the time of authentication upon original issuance of the first Security of such series to be
issued.




          Each Security shall be dated the date of its authentication.




          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together with a written




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statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.




SECTION 304. Temporary Securities.




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




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




SECTION 305. Registration, Registration of Transfer and Exchange.




          The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein provided.




          Upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.




          At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the





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Trustee shall authenticate and
make available for delivery, the Securities that the Holder making the exchange is entitled to
receive.




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




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




          No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.




          The Company shall not be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before any selection for
redemption of Securities of like tenor and of the series of which such Security is a part and
ending at the close of business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of such series to be redeemed, or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.




          Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this
Section 305 for Securities registered in the names of Persons other than the Depositary or its
nominee for such Global Security only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Depositary for such Global Security is then required by applicable law or
regulation to be so registered, (ii) the Company executes and delivers to the Trustee a Company
Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be
continuing an Event of Default or an event which, with the giving of notice or lapse of time, or
both, would constitute an Event of Default with respect to the Securities. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered
in such names as the Depositary shall direct.




          Notwithstanding any other provision in this Indenture, a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global Security to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary. Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities evidenced in whole or in part by a Global Security, the Depositary may not sell, assign,
transfer or otherwise convey any beneficial interest in a Global




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Security evidencing all or part of
the Securities of such series unless such beneficial interest is in an amount equal to an
authorized denomination for Securities of such series.




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




          If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.




          If there shall be delivered to the Company and 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 the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.




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




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




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




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




SECTION 307. Payment of Interest; Interest Rights Preserved.




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




          Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of





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




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



          Subject to the foregoing provisions of this Section, 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.




SECTION 308. Persons Deemed Owners.




          Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name




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such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.




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




SECTION 309. Cancellation.




          All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order.




SECTION 310. Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.




ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Indenture.




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





     (1) either




     (A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which



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have been
replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or




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




     (i) have become due and payable, or




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




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




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 the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder
by the Company; and




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



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




SECTION 402. Application of Trust Money.




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




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ARTICLE FIVE




REMEDIES




SECTION 501. Events of Default.




          “Event of Default,” wherever used herein with respect to 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):





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




     (2) default in the payment when due of the principal of (or premium, if any,
on) any Security of that series; or




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




     (4) default in the performance, or breach, of any covenant of the Company in
this Indenture (other than a covenant default in whose performance or whose breach
is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or breach
for a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a written
notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or




     (5) acceleration of any debt aggregating in excess of $100,000,000 (including
debt securities of any series other than that series), if such acceleration has not
been rescinded or annulled within 20 days after written notice given to the Company
by the Trustee or the Holders of at least 25% in principal amount of the outstanding
debt securities of such series; or




     (6) the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or ordering the



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winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 60 consecutive days; or




     (7) failure to pay one or more final, non-appealable judgments (i) for the
payment of money in an aggregate amount in excess of $100,000,000 (except to the
extent covered by insurance or other right of reimbursement or indemnification), or
(ii) which results, or would reasonably be expected to result, in a material adverse
effect, rendered against the Company, any Subsidiary or any combination thereof, which
remains undischarged for a period of 60 consecutive days during which execution
shall not be effectively stayed or bonded pending appeal; or




     (8) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by it to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the commencement
of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the
making by it of an assignment to the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action; or




     (9) any other Event of Default provided with respect to Securities of that
series.



SECTION 502. Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing and has not been cured, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable.
If an Event of Default specified in Section 501(6) or 501(8) with respect to Securities of any
series at the time Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)




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shall automatically,
and without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.




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





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




     (A) all overdue interest on all Securities of that series,




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




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




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




     and




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


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




          Upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment
thereof, with respect to Securities of a series all or part of which is represented by a Global
Security, the Trustee shall establish a record date for determining Holders of Outstanding
Securities of such series entitled to join in such declaration of acceleration, or rescission and
annulment, as the case may be, which record date shall be at the close of business on the day the
Trustee receives such declaration of acceleration, or rescission and annulment, as the case may be.
The Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such declaration of acceleration, or rescission and annulment, as the case may
be, whether or not such Holders remain Holders after such record date; provided, that
unless such declaration of acceleration, or rescission and annulment, as the case may be, shall
have become effective by virtue of the requisite percentage having been obtained prior to the day
which is 90 days after such record date, such declaration of acceleration, or rescission and




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annulment, as the case may be, shall automatically and without further action by any Holder be
cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new declaration of
acceleration, or rescission or annulment thereof, as the case may be, that is identical to a
declaration of acceleration, or rescission or annulment thereof, which has been cancelled pursuant
to the proviso to the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 502.




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




          The Company covenants that if





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




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




     (3) default is made in the making or satisfaction of any sinking fund payment
or analogous obligation when the same becomes due pursuant to the terms of any
Security,


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




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




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





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SECTION 504. Trustee May File Proofs of Claim.




          In case of any judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or otherwise,





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




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


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




          Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.




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




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




SECTION 506. Application of Money Collected.




          Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the




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Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:





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




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



SECTION 507. Limitation on Suits.




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





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




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




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




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




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


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




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




               Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Security on the Stated




- 35 -









 







Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.




SECTION 509. Restoration of Rights and Remedies.




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




SECTION 510. Rights and Remedies Cumulative.




          Except as otherwise provided 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 the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




SECTION 511. Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Securities 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 acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.




SECTION 512. Control by Holders.




          The Holders of a majority in 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, and




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



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          Upon receipt by the Trustee of any such direction with respect to Securities of a series all
or part of which is represented by a Global Security, the Trustee shall establish a record date for
determining Holders of Outstanding Securities of such series entitled to join in such direction,
which record date shall be at the close of business on the day the Trustee receives such direction.
The Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been obtained
prior to the day which is 90 days after such record date, such direction shall automatically and
without further action by any Holder be cancelled and of no further effect. Nothing in this
paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new direction identical to a direction which has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be established pursuant
to the provisions of this Section 512.




SECTION 513. Waiver of Past Defaults.




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





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




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



          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive any past default hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any default hereunder, whether or not such Holders remain Holders after such
record date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such waiver previously
given shall automatically and without further action by any Holder be cancelled and of no further
effect.




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




SECTION 514. Undertaking for Costs.




          All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant




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in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Company,
to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date).




SECTION 515. Waiver of Stay or Extension Laws.




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




ARTICLE SIX




THE TRUSTEE




SECTION 601. Certain Duties and Responsibilities.





     (a) Except during the continuance of an Event of Default,




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




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



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




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




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




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the outstanding Securities of any series, determined
as provided in Section 512, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Securities of
such series; and




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



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




SECTION 602. Notice of Defaults.




          Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith 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(5) 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 that, after giving effect to any applicable grace period, is, or
after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series.




SECTION 603. Certain Rights of Trustee.




          Subject to the provisions of Section 601:





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




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




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




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




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




          (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney;
and




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




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




          The recitals contained herein and in the Securities, except the trust, registrar certificates
of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the




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Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.




SECTION 605. May Hold Securities.




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




SECTION 606. Money Held in Trust.




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




SECTION 607. Compensation and Reimbursement.





     The Company agrees




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




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




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



SECTION 608. Disqualification; Conflicting Interests.




          (a) If the Trustee has or shall acquire any conflicting interest, as defined in this Section,
with respect to the Securities of any series, it shall, within 90 days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest or resign with respect to
the Securities of that series in the manner and with the effect hereinafter specified in this
Article.




- 41 -









 








          (b) In the event that the Trustee shall fail to comply with the provisions of Subsection (a)
of this Section with respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit by mail to all Holders of Securities of that
series, as their names and addresses appear in the Security Register, notice of such failure.




          (c) For the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series if





     (1) the Trustee is trustee under this Indenture with respect to the Outstanding
Securities of any series other than that series or is trustee under another
indenture under which any other securities, or certificates of interest or
participation in any other securities of the Company are outstanding, unless such
other indenture is a collateral trust indenture under which the only collateral
consists of Securities issued under this Indenture, provided that there
shall be excluded from the operation of this paragraph (A) the Indenture, dated as
of August 12, 2003, between the Company and U.S. Bank Trust National Association, as
trustee and (B) this Indenture with respect to the Securities of any series other
than that series or any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company are
outstanding, if




     (i) this Indenture and such other indenture or indentures are
wholly unsecured and such other indenture or indentures are
hereafter qualified under the Trust Indenture Act, unless the
Commission shall have found and declared by order pursuant to
Section 305(b) or Section 307(c) of the Trust Indenture
Act that differences exist between the provisions of this
Indenture with respect to Securities of that series and one or more
other series or the provisions of such other indenture or indentures
which are so likely to involve a material conflict of interest as to
make it necessary in the public interest or for the protection of
investors to disqualify the Trustee from acting as such under this
Indenture with respect to the Securities of that series and such
other series or under such other indenture or indentures, or




     (ii) the Company shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing
thereon, that trusteeship under this Indenture with respect to the
Securities of that series and such other series or such other
indenture or indentures is not so likely to involve a material
conflict of interest as to make it necessary in the public interest
or for the protection of investors to disqualify the Trustee from
acting as such under this Indenture with respect to the Securities
of that series and such other series or under such other indenture
or indentures;



- 42 -









 






     (2) the Trustee or any of its directors or executive officers is an obligor
upon the Securities or an underwriter for the Company;




     (3) the Trustee directly or indirectly controls or is directly or indirectly
controlled by or is under direct or indirect common control with the Company or an
underwriter for the Company;




     (4) the Trustee or any of its directors or executive officers is a director,
officer, partner, employee, appointee or representative of the Company, or of an
underwriter (other than the Trustee itself) for the Company who is currently engaged
in the business of underwriting, except that (i) one individual may be a director or
an executive officer, or both, of the Trustee and a director or an executive
officer, or both, of the Company but may not be at the same time an executive
officer of both the Trustee and the Company; (ii) if and so long as the number of
directors of the Trustee in office is more than nine, one additional individual may
be a director or an executive officer, or both, of the Trustee and a director of the
Company; and (iii) the Trustee may be designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar,
custodian, paying agent, fiscal agent, escrow agent or depositary, or in any other
similar capacity, or, subject to the provisions of paragraph (1) of this Subsection,
to act as trustee, whether under an indenture or otherwise;




     (5) 10% or more of the voting securities of the Trustee is beneficially owned
either by the Company or by any director, partner or executive officer thereof, or
20% or more of such voting securities is beneficially owned, collectively, by any
two or more of such persons; or 10% or more of the voting securities of the Trustee
is beneficially owned either by an underwriter for the
Company or by any director, partner or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;




     (6) the Trustee is the beneficial owner of, or holds as collateral security for
an obligation which is in default (as hereinafter in this Subsection defined),
(i) 5% or more of the voting securities, or 10% or more of any other class of
security, of the Company not including the Securities issued under this Indenture
and securities issued under any other indenture under which the Trustee is also
trustee, or (ii) 10% or more of any class of security of an underwriter for the
Company;




     (7) the Trustee is the beneficial owner of, or holds as collateral security for
an obligation which is in default (as hereinafter in this Subsection defined), 5% or
more of the voting securities of any person who, to the knowledge of the Trustee,
owns 10% or more of the voting securities of, or controls directly or indirectly or
is under direct or indirect common control with, the Company;




     (8) the Trustee is the beneficial owner of, or holds as collateral security for
an obligation which is in default (as hereinafter in this Subsection defined), 10%
or more of any class of security of any person who, to the



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knowledge of the Trustee,
owns 50% or more of the voting securities of the Company; or




     (9) the Trustee owns, on May 15 in any calendar year, in the capacity of
executor, administrator, testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity, an aggregate of 25% or more of the
voting securities, or of any class of security, of any person, the beneficial
ownership of a specified percentage of which would have constituted a conflicting
interest under paragraph (6), (7) or (8) of this Subsection. As to any such
securities of which the Trustee acquired ownership through becoming executor,
administrator or testamentary trustee or an estate which included them, the
provisions of the preceding sentence shall not apply, for a period of two years from
the date of such acquisition, to the extent that such securities included in such
estate do not exceed 25% of such voting securities or 25% of any such class of
security. Promptly after May 15 in each calendar year, the Trustee shall make a
check of its holdings of such securities in any of the above-mentioned capacities as
of such May 15. If the Company fails to make payment in full of the principal of (or
premium, if any) or interest on any of the Securities when and as the same becomes
due and payable, and such failure continues for 30 days thereafter, the Trustee
shall make a prompt check of its holdings of such securities in any of the
above-mentioned capacities as of the date of the expiration of such 30-day period,
and after such date, notwithstanding the foregoing provisions of this paragraph, all
such securities so held by the Trustee, with sole or joint control over such
securities vested in it, shall, but only so long as such failure shall continue, be
considered as though beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this Subsection.



          The specification of percentages in paragraphs (5) to (9), inclusive, of this Subsection shall
not be construed as indicating that the ownership of such percentages of the securities of a person
is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.




          For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only, (i) the terms
“security” and “securities” shall include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust companies or banking firms,
or any certificate of interest or participation in any such note or evidence of indebtedness;
(ii) an obligation shall be deemed to be “in default” when a default in payment of principal shall
have continued for 30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as defined in clause (ii) above, or
(B) any security which it holds as collateral security under this Indenture, irrespective of any
default hereunder, or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.




          (d) For the purposes of this Section:




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     (1) The term “underwriter,” when used with reference to the Company, means
every person who, within three years prior to the time as of which the determination
is made, has purchased from the Company with a view to, or has offered or sold for
the Company in connection with, the distribution of any security of the Company
outstanding at such time, or has participated or has had a direct or indirect
participation in any such undertaking, or has participated or has had a
participation in the direct or indirect underwriting of any such undertaking, but
such term shall not include a person whose interest was limited to a commission from
an underwriter or dealer not in excess of the usual and customary distributors’ or
sellers’ commission.




     (10) The term “director” means any director of a corporation or any individual
performing similar functions with respect to any organization, whether incorporated
or unincorporated.




     (11) The term “person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an unincorporated organization or a
government or political subdivision thereof. As used in this paragraph, the term
“trust” shall include only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a security.




     (12) The term “voting security” means any security presently entitling the
owner or holder thereof to vote in the direction or management of the affairs of a
person, or any security issued under or pursuant to any trust, agreement or
arrangement whereby a trustee or trustees or agent or agents for the owner or holder
of such security are presently entitled to vote in the direction or management of
the affairs of a person.




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




     (14) The term “executive officer” means the president, every vice president,
every trust officer, the cashier, the secretary and the treasurer of a corporation,
and any individual customarily performing similar functions with respect to any
organization whether incorporated or unincorporated, but shall not include the
chairman of the board of directors.



          (e) The percentages of voting securities and other securities specified in this Section shall
be calculated in accordance with the following provisions:





     (1) A specified percentage of the voting securities of the Trustee, the Company
or any other person referred to in this Section (each of whom is referred to as a
“person” in this paragraph) means such amount of the outstanding voting securities of
such person as entitles the holder or holders thereof to cast such specified
percentage of the aggregate votes which the holders of all the outstanding voting
securities of such person are entitled to cast in the direction or management of the
affairs of such person.



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     (2) A specified percentage of a class of securities of a person means such
percentage of the aggregate amount of securities of the class outstanding.




     (3) The term “amount,” when used in regard to securities, means the principal
amount if relating to evidences of indebtedness, the number of shares if relating to
capital shares and the number of units if relating to any other kind of security.




     (4) The term “outstanding” means issued and not held by or for the account of
the issuer. The following securities shall not be deemed outstanding within the
meaning of this definition:




     (i) securities of an issuer held in a sinking fund relating to
securities of the issuer of the same class;




     (ii) securities of an issuer held in a sinking fund relating to
another class of securities of the issuer, if the obligation
evidenced by such other class of securities is not in default as to
principal or interest or otherwise;




     (iii) securities pledged by the issuer thereof as security for
an obligation of the issuer not in default as to principal or
interest or otherwise; and




     (iv) securities held in escrow if placed in escrow by the
issuer thereof; provided, however, that any voting
securities of an issuer shall be deemed outstanding if any person
other than the issuer is entitled to exercise the voting rights
thereof;




     (5) A security shall be deemed to be of the same class as another security if
both securities confer upon the holder or holders thereof substantially the same
rights and privileges; provided, however, that, in the case of
secured evidences of which are issued under a single indenture, differences in the
interest rates or maturity dates of various series thereof shall not be deemed
sufficient to constitute such series different classes; and provided,
further, that, in the case of unsecured evidences of indebtedness,
differences in the interest rates or maturity dates thereof shall not be deemed
sufficient to constitute them securities of different classes, whether or not they
are issued under a single indenture.



SECTION 609. Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 subject to supervision or examination by Federal or State
authority and having its Corporate Trust Office in the Borough of Manhattan, The City of New York.
If such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then




- 46 -









 







for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article Six.




SECTION 610. Resignation and Removal; Appointment of Successor.




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




          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.




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




          (d) If at any time:





     (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder, or




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


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




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee




- 47 -









 







or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




          (f) The Company shall give notice of each resignation and 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 all Holders of Securities 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.




SECTION 611. Acceptance of Appointment by Successor.




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




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




- 48 -









 







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




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




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




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




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




SECTION 613. Preferential Collection of Claims Against Company.




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




- 49 -









 









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




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


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





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




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




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




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



          For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such four month period for property held as security at the time such claim was created shall, to
the extent of the fair value of the property released, have the same status as the




- 50 -









 







property
released and, to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing
claim.




          If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the Holders and the
holders of other indenture securities in such manner that the Trustee, the Holders and the holders
of other indenture securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law, the
same percentage of their respective claims, calculated before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the Holders and the
holders of other indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such dividends and from the
funds and property so held in such special account. As used in this paragraph, with respect to any
claim, the term “dividends” shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the Federal Bankruptcy Act
or applicable State law, whether such distribution is made in cash, securities or other property,
but shall not include any such distribution with respect to the secured portion, if any, of such
claim. The court in which such bankruptcy, receivership or proceedings for reorganization is
pending shall have jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph, the funds and
property held in such special account and proceeds thereof, or (ii) in lieu of such apportionment,
in whole or in part, to give the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee and the Holders and the holders of other
indenture securities with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or
other property held in such special account or as security for any such claim, or to make a
specific allocation of such distributions as between the secured and unsecured portions of such
claims, or otherwise to apply the provisions of this paragraph as a mathematical formula.




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





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



- 51 -









 






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



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





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




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




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




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




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




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




     (c) For the purposes of this Section only:




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




     (2) the term “Company” means any obligor upon the Securities;




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




     (4) the term “Federal Bankruptcy Act” means the Bankruptcy Act or Title 11 of
the United States Code;



- 52 -









 






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




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



SECTION 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this



- 53 -









 







Section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



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



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation as shall be agreed to in writing between the Trustee and each Authenticating Agent for
all services under this Section, and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.



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



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



                                                ,

As Trustee




By                                                ,

As Authenticating Agent




By                                                 

Authorized Officer




ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE

AND COMPANY




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




          The Company will furnish or cause to be furnished to the Trustee




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          (a) semi-annually, either (i) not later than March 31 and September 30 in each year in
the case of Original Issue Discount Securities of any series which by their terms do not
bear interest prior to Maturity, or (ii) not more than 15 days after each Regular Record
Date in the case of Securities of any other series, a list, each in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Securities of
such series as of the preceding March 16 or September 15 or as of such Regular Record Date,
as the case may be; and




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



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




SECTION 702. Preservation of Information; Communications to Holders.




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




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





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




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



          If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder whose name and
address appear in the information preserved at the time by the Trustee in accordance with Section
702(a) a copy of the form of proxy or other communication that is specified in such request with
reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the Commission, together with a
copy of the material to be mailed, a written statement to the effect




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that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders or would be in
violation of applicable law. Such written statement shall specify the basis of such opinion. If
the Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after
the entry of an order, sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such tender; otherwise
the Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.




               (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable (i) by reason of the disclosure of any such information as to the names and addresses
of the Holders in accordance with Section 702(b), regardless of the source from which such
information was derived, or (ii) by reason of mailing any material pursuant to a request made under
Section 702(b).




SECTION 703. Reports by Trustee.




               (a) Within 60 days after the first May 15 occurring subsequent to the initial issuance of
Securities hereunder and within 60 days after May 15 in each year thereafter, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the Security Register, a
brief report dated as of such May 15 with respect to:





     (1) its eligibility under Section 609 and its qualifications under Section 608,
or in lieu thereof, if to the best of its knowledge it has continued to be eligible
and qualified under said Sections, a written statement to such effect;




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




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



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




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




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



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




          (c) At the time of such transmission to the Holders, a copy of each such report shall be filed
by the Trustee with each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities are listed on any
stock exchange.




SECTION 704. Reports by Company.




          The Company shall:





     (1) file with the Trustee, within 15 days after the Company files 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 files with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or, if the Company is not required to file
information, documents; or reports pursuant to either of said Sections, then it
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 Securities Exchange Act of 1934 in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




     (2) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional



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



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE,

TRANSFER OR LEASE





			
	SECTION 801.	 	Company May Consolidate, Etc.,

Only on Certain Terms.                 





          The Company shall not consolidate with or merge into any other Person or sell, transfer or
lease its properties and assets substantially as an entirety to any Person, and the Company shall
not permit any Person to consolidate with or merge into the Company or convey, transfer or lease
its properties and assets substantially as an entirety to the Company, unless:





     (1) in case the Company shall consolidate with or merge into another Person or
sell its assets substantially as an entirety to any Person, the Person formed by
such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust, shall be
organized and validly existing under the laws of the United States of America, any
State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of (and
premium, if any) and interest on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or observed;




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




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation or transfer 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.



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SECTION 802. Successor Corporation Substituted.




          Upon any consolidation of the Company with, or merger by the Company into, any other Person or
any conveyance, transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease 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 relieved of all
obligations and covenants under this Indenture and the Securities.




ARTICLE NINE




SUPPLEMENTAL INDENTURE





			
	SECTION 901.	 	Supplemental Indentures Without

Consent of Holders.                         





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





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




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




     (3) to add any additional Events of Default; or




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




     (5) 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 Security Outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such provision;
or




     (6) to secure the Securities; or



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




     (8) 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 611(b); or




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



SECTION 902. Supplemental Indentures With Consent of Holders.




          With the consent of the Holders of not less than a majority 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 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; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby,





     (1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount thereof or
the rate of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security that would
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or reduce the amount of, or postpone the date fixed for,
the payment of any sinking fund or analogous obligation, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or the
interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or
impair the Holder’s right, if any, to exchange or convert the Security for or into
other property, 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



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     (3) modify any of the provisions of this Section, Section 513 or Section 1008,
except to increase any such percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby, provided, however, that
this clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section
and Section 1008, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(8).


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




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date or their duly designated proxies and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have become
effective by virtue of the requisite percentage having been obtained prior to the date which is 90
days after such record date, any such consent previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.




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




SECTION 903. Execution of Supplemental Indentures.




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




SECTION 904. Effect of Supplemental Indentures.




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




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SECTION 905. Conformity with Trust Indenture Act.




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




SECTION 906. Reference in Securities to Supplemental Indentures.




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




ARTICLE TEN




COVENANTS




SECTION 1001. Payment of Principal, Premium and Interest.




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




SECTION 1002. Maintenance of Office or Agency.




          The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series 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 will 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.




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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 will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so to act.




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




          The Company will cause each Paying Agent 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 will:





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




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




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



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




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust
for the payment of the principal of (and premium, if any) or interest on any Security of any series
and remaining unclaimed for two (2) years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect



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to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of Manhattan, The City of
New York, 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, any unclaimed balance of such
money then remaining will be repaid to the Company.




SECTION 1004. Corporate Existence.




          Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company.




SECTION 1005. Payment of Taxes and Other Claims.




          The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary,
and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.




SECTION 1006. Restrictions on Liens.




          The Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume
or permit to exist any indebtedness secured by any Lien upon (i) any of its Principal Property or
the Principal Property of any Restricted Subsidiary or (ii) any Equity Interest of a Restricted
Subsidiary, unless, in each case (i) or (ii), the outstanding Securities shall be secured equally
and ratably with (or prior to) such indebtedness secured by such Lien; provided that the
foregoing restrictions do not apply to indebtedness secured by:





   (1) Liens on any assets, whether now owned or hereafter acquired, of the Company or of any
Restricted Subsidiary, securing indebtedness under any credit agreement to which the Company or
any of its Subsidiaries is a party;




   (2) Liens on property or assets of a Person existing at the time such Person (a) is merged
with or into or consolidated with the Company or any of its Subsidiaries or (b) otherwise
becomes a Subsidiary of the Company; provided, that such Liens were in existence prior
to such merger or consolidation or such Person’s becoming a Subsidiary and do not extend to any
assets other than those of the Person merged into or consolidated with the Company or the
Company’s Subsidiary;



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   (3) Liens on property existing at the time of purchase, lease or other acquisition
thereof, or to secure the payment of all or part of the purchase price of such property, or to
secure debt incurred or guaranteed for the purpose of financing all or part of the purchase
price of such property or construction or improvements thereon, which indebtedness is incurred
or guaranteed prior to, at the time of, or within 180 days after the later of such acquisition,
completion of such improvements or construction, or commencement of full operation of such
property;




   (4) Liens existing on the date hereof;




   (5) Liens for taxes, assessments, governmental charges, levies or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded;




   (6) Liens on receivables and related assets to reflect sales of receivables pursuant to a
Receivables Program;




   (7) Liens securing hedging obligations;




   (8) Liens on the Company’s property or that of a Restricted Subsidiary in favor of the
United States or any state or political subdivision thereof, or in favor of any other country
or political subdivision thereof, created in connection with certain payments pursuant to any
contract or statute or indebtedness incurred or guaranteed for the purpose of financing all or
any part of the purchase price or the cost of construction of the property subject to such
Liens (including, but not limited to, indebtedness secured by Liens incurred in connection with
pollution control industrial revenue bond or similar financing);




   (9) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;




   (10)
Liens securing indebtedness or other obligations of a Subsidiary
owing to the Company or a
Restricted Subsidiary;




   (11) Liens to secure obligations under capital leases;




   (12) mechanics’ or other similar Liens;




   (13) Liens arising out of litigation or judgments being contested;




   (14) Liens in favor of the Company or any Restricted Subsidiary; or




   (15)
Liens permitted under Section 1009.



   (16) any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in any of the foregoing clauses.



          Notwithstanding the above, the Company or the Subsidiaries may, without securing the
Securities, issue, assume or guarantee secured indebtedness which would otherwise be subject to the
foregoing restrictions; provided that after giving effect thereto the aggregate amount of
indebtedness that would otherwise be subject to the foregoing restrictions then outstanding (not
including (i) secured indebtedness permitted under the foregoing exceptions, (ii)




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indebtedness that
is secured equally and ratably with (or on a basis subordinated to) the Securities or (iii) the
Securities) does not exceed 15% of the Company’s Consolidated Net Tangible Assets as of the end of
the previous fiscal year.




SECTION 1007. Statement by Officers as to Default.




          The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of Sections 1004, 1006 and 1009, and if the Company
shall be in default, specifying all such defaults and the nature and status thereof of which they
may have knowledge.




SECTION 1008. Waiver of Certain Covenants.




          The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 and 1005, inclusive, with respect to the Securities of any
series if before the time for such compliance the Holders of a majority in principal amount of
the Outstanding Security such series shall, by Act of such Holders, either waive compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive compliance with any term, provision or condition referred
to in the immediately preceding paragraph. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled to waive
compliance with any such term, provision or condition, whether or not such Holders remain Holders
after such record date; provided, that unless such requisite percentage in principal amount shall
have been obtained prior to the date which is 90 days after such record date, any such waiver
previously given shall automatically and without further action by any Holder be cancelled and of
no further effect.




SECTION 1009. Restrictions on Sale and Leasebacks.




          If so provided in the action establishing the terms of a series of Securities, sale and
leaseback transactions of any Principal Property by the Company or any Restricted Subsidiary are
prohibited unless:





   (1) the Company or such Restricted Subsidiary would be entitled hereunder to issue, assume
or guarantee indebtedness secured by a Lien upon such Principal Property at least equal in
amount to the Attributable Debt in respect of such transaction without equally and ratably
securing the debt securities, provided that such Attributable Debt shall thereupon be
deemed to be debt subject to the provisions described above under “Restrictions on Liens”;



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   (2) the Company applies an amount in cash equal to such Attributable Debt to the retirement
of non-subordinated indebtedness of the Company or a Restricted Subsidiary within 180 days;




   (3) the Company applies an amount in cash equal to such Attributable Debt to the
purchase of other property that will constitute Principal Property having a value at
least equal to the net proceeds of the sale; or




   (4) the Company or that Restricted Subsidiary, as applicable, delivers to the
Trustee for cancellation debt securities in an aggregate principal amount at least equal
to the net proceeds of the sale.




   The restrictions described under clauses (1) through (4) above shall not apply to:




   (1) any transaction involving a lease with a term of up to five years;




   (2) leases between the Company and a Subsidiary or between Subsidiaries; or




   (3) leases of any Principal Property entered into within 120 days after the later of the
acquisition, completion of construction or commencement of full operation of such Principal
Property.



          Notwithstanding anything to the contrary here, the Company may enter into Sale and Leaseback
Transactions that would not otherwise be permitted in accordance with the limitations described
above if the sum of the aggregate amount of all of the Company’s indebtedness and the indebtedness
of the Company’s Restricted Subsidiaries that is secured by Liens on any of the Company’s Principal
Properties and the Principal Properties of any of the Company’s Restricted Subsidiaries (other than
(i) indebtedness secured solely by liens permitted under Section 1006, (ii) indebtedness that is secured equally and
ratably with (or on a basis subordinated to) the Securities and (iii) the Securities) and the
aggregate amount of all the Company’s Attributable Debt and the Attributable Debt of the Company’s
Restricted Subsidiaries with respect to all Sale and Leaseback Transactions outstanding at such
time (other than Sale and Leaseback Transactions permitted in accordance herewith) would not exceed
15% of the Company’s Consolidated Net Tangible Assets.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




SECTION 1101. Applicability of Article.




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




SECTION 1102. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the



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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, of the tenor, if applicable, of the Securities to be redeemed, and of the
principal amount of Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.




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




          If less than all the Securities of any series are to be redeemed (unless all of the Securities
of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series subject to such redemption and not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide for the election
for redemption of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities of such varies of a
denomination larger than the minimum authorized denomination for Securities of that series. If less
than all of the Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.




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




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




SECTION 1104. Notice of Redemption.




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




          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price,




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



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     (4) the CUSIP numbers of the Securities to be redeemed,




     (5) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security to be redeemed and, if applicable, that interest
thereon will 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




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



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




SECTION 1105. Deposit of Redemption Price.




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




SECTION 1106. Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein 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 accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 307.




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




SECTION 1107. Securities Redeemed in Part.




          Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any



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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,
such new Security so issued shall be a new Global Security.




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 any series except as otherwise specified as contemplated by Section 301 for
Securities of such series.




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





			
	SECTION 1202.	 	Satisfaction of Sinking Fund

Payments with Securities.     





          The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; 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.




SECTION 1203. Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior
to 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



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




ARTICLE THIRTEEN




DEFEASANCE AND COVENANT DEFEASANCE





			
	SECTION 1301.	 	Applicability of Article: Company’s Option to Effect Defeasance

or Covenant Defeasance.                    





          Unless provision is made pursuant to Section 301 for neither (a) defeasance of the Securities
of a series under Section 1302 nor (b) covenant defeasance of the Securities of a series under
Section 1303, then the provisions of such Section or Sections, as the case may be, together with
the other provisions of this Article Thirteen, shall be applicable to the Securities of such
series, and the Company may, at its option, by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or Section 1303 (if
applicable) be applied to the Outstanding Securities of such series upon compliance with the
conditions set forth below in this Article Thirteen.




SECTION 1302. Defeasance and Discharge.




          Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be deemed to have been discharged from its obligations with respect to the Outstanding Securities
of such series on and after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the trust fund described
in Section 1304 and as more fully set forth in such Section, payments of the principal of (and
premium, if any) and interest on such Securities when such payments are due, (B) the Company’s
obligations with respect to such Securities under Sections 304, 305, 306, 1001, 1002 and 1003, and
(3) such obligations as shall rights, powers, trusts, in respect of this Article Thirteen. Subject
to compliance with this Article Thirteen, the Company may exercise its option under this Section
1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the
Securities of such series. Following a defeasance, payment of the Securities of such series may not
be accelerated because of an Event of Default.




SECTION 1303. Covenant Defeasance.




          Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be released from its obligations under Section 801, Sections 1005, 1006, and 1009, any covenants
provided pursuant to Section 901 for the benefit of the Holders of such



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Securities and any other
Section applicable to such
Securities that are determined pursuant to Section 301 to be subject to
this provision and the occurrence of an event of default specified in Sections 501(4) through
501(8), inclusive, shall be deemed not to be an Event of Default with respect to the Outstanding
Securities of such series on and after the date the conditions precedent set forth below are
satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter,
“covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the
Outstanding Securities of such series, 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 Section, whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason
of any reference in any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected thereby. Following a
covenant defeasance, payment of the Securities of such series may not be accelerated because of an
Event of Default specified in Section 501(6) or by reference to such other Section specified above
in this Section 1303.




SECTION 1304. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions precedent or, as specifically noted below, subsequent to
application of either Section 1302 or Section 1303 to the Outstanding Securities of such series:





     (1) the Company shall irrevocably have deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of Section 609 who shall
agree to comply with the provisions of this Article Thirteen applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in an amount, or (B) U.S. Government Obligations 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, money in an amount, or (C) a combination thereof, sufficient in the opinion
of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of
(and premium, if any) and interest on the Outstanding Securities of such series to
maturity or redemption, as the case may be, and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the due dates thereof. Before such a deposit, the Company may make
arrangements reasonably satisfactory to the Trustee for the redemption of Securities
at a future date or dates in accordance with Article Eleven, which shall be given
effect in applying the foregoing. For this purpose, “U.S. Government Obligations”
means securities that are (x) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the



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option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any such
U.S. Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depository receipt.




     (2) No Event of Default or event which, after giving effect to any applicable
grace period, with notice or lapse of time or both would become an Event of Default
with respect to the Securities of such series shall have occurred and be continuing
(A) on the date of such deposit or (B) insofar as Subsections 501(6) and (7) are
concerned, at any time during the period ending on the 90th day after the date of
such deposit.




     (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for
the Securities of such series to have a conflicting interest as defined in Section
608 or for purposes of the Trust Indenture Act with respect to any securities of the
Company or (B) result in the trust arising from such deposit to constitute, unless
it is qualified as, a regulated investment company under the Investment Company Act.




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




     (5) In the case of an election under Section 1302, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (y) since the date of 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 the Outstanding Securities
of such series 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.




     (6) In the case of an election under Section 1303, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities of such series 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.




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     (7) Such defeasance or covenant defeasance shall be effected in compliance with
any additional terms, conditions or limitations that may be imposed on the Company
in connection therewith pursuant to Section 301.




     (8) The Company shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 1302 or the covenant defeasance
under Section 1303, as the case may be, have been complied with.



	 	 	 
	SECTION 1305.

	 	Deposited Money and U.S. Government
	 

	 	Obligations to Be Held in Trust;
	 

	 	Other Miscellaneous Provisions.               






          Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee — collectively, for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304
in respect of the Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (but not including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest, but such money need
not be segregated from other funds except to the extent required by law.




          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.




          Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.




          Anything herein to the contrary notwithstanding, if and to the extent the deposited money or
U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee
in accordance with this Section because of a court order or (ii) are for any reason insufficient in
amount, then the Company’s obligations to pay principal of (and premium, if any) and interest on
the Securities of such series shall be reinstated to the extent necessary to cover the deficiency
on any due date for payment. In any case specified in Clause (i), the Company’s interest in the
deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the
extent the Company’s payment obligations are reinstated.




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




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




	 	 	 	 	 	 	 	 	 
	 	 	 	 	MEDCO HEALTH SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

     

	 	 	 	 	 	 	 	 
	 	 	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 

     [title]
	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

     [title]

	 	 	 	 	 	 	 	 






- 76 -









 





	 	 	 	 	 
	STATE OF NEW YORK

	 	 )	 	 
	: ss.:
	 	 
	COUNTY OF NEW YORK

	 	 )	 	 






          On the       day of           ,       , before me personally came            , to me known, who, being by me duly sworn, did depose and say that he is
                of MEDCO HEALTH SOLUTIONS, INC., one of the corporations described in and
which executed the foregoing instrument that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name thereto by like authority.




	 	 	 
	[NOTARIAL SEAL]
	 	 
	 
	 	 
	 

	 	 
	 

	 	Notary Public






	 	 	 	 	 
	STATE OF NEW YORK

	 	 )	 	 
	: ss.:
	 	 
	COUNTY OF NEW YORK

	 	 )	 	 






          On the        day of            ,       , before me personally came
                , to me known, who, being by me duly sworn, did depose and say that he is
                of U.S. BANK TRUST NATIONAL ASSOCIATION, one of the corporations described
in and which executed the foregoing instrument that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by like authority.




	 	 	 
	[NOTARIAL SEAL]
	 	 
	 
	 	 
	 

	 	 
	 

	 	Notary Public