Indenture dated 8/8/03



 EXHIBIT 4.1 
  

  
  
 AUTOZONE, INC. 
  
 INDENTURE 
  
 Dated as of August 8, 2003 
  
 Bank One Trust
Company, N.A., 
  
 as Trustee 
  
  








 TABLE OF CONTENTS 
  

	 	  	 	  	PAGE


	 
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 
	  	1
			
	 Section 1.1
	  	
Definitions.	  	1
			
	 Section 1.2
	  	
Other Definitions.	  	7
			
	 Section 1.3
	  	
Incorporation by Reference of Trust Indenture Act.	  	8
			
	 Section 1.4
	  	
Rules of Construction.	  	8
		
	 
ARTICLE II. SECURITY FORMS
	  	9
			
	 Section 2.1
	  	
Forms of Securities.	  	9
			
	 Section 2.2
	  	
Form of Trustee’s Certificate of Authentication.	  	9
			
	 Section 2.3
	  	
Securities in Global Form.	  	9
		
	 
ARTICLE III. THE SECURITIES
	  	10
			
	 Section 3.1
	  	
Issuable in Series.	  	10
			
	 Section 3.2
	  	
Establishment of Terms of Series of Securities.	  	10
			
	 Section 3.3
	  	
Execution and Authentication.	  	12
			
	 Section 3.4
	  	
Registrar and Paying Agent.	  	13
			
	 Section 3.5
	  	
Paying Agent to Hold Money in Trust.	  	14
			
	 Section 3.6
	  	
Securityholder Lists.	  	14
			
	 Section 3.7
	  	
Transfer and Exchange.	  	15
			
	 Section 3.8
	  	
Mutilated, Destroyed, Lost and Stolen Securities.	  	15
			
	 Section 3.9
	  	
Outstanding Securities.	  	16
			
	 Section 3.10
	  	
Treasury Securities.	  	16
			
	 Section 3.11
	  	
Temporary Securities.	  	16
			
	 Section 3.12
	  	
Cancellation.	  	17
			
	 Section 3.13
	  	
Payment of Interest; Computation of Interest.	  	17
			
	 Section 3.14
	  	
Defaulted Interest.	  	17
			
	 Section 3.15
	  	
Global Securities.	  	17
			
	 Section 3.16
	  	
CUSIP Numbers.	  	19
		
	 
ARTICLE IV. REDEMPTION 
	  	19
			
	 Section 4.1
	  	
Applicability of Article.	  	19
			
	 Section 4.2
	  	
Notice to Trustee.	  	19
			
	 Section 4.3
	  	
Selection of Securities to be Redeemed.	  	19
			
	 Section 4.4
	  	
Notice of Redemption.	  	20
			
	 Section 4.5
	  	
Effect of Notice of Redemption.	  	20
			
	 Section 4.6
	  	
Deposit of Redemption Price.	  	21
			
	 Section 4.7
	  	
Securities Redeemed in Part.	  	21
		
	 
ARTICLE V. COVENANTS
	  	21
			
	 Section 5.1
	  	
Payment of Principal and Interest.	  	21
			
	 Section 5.2
	  	
Money for Securities Payments to Be Held in Trust.	  	21
			
	 Section 5.3
	  	
Corporate Existence.	  	22
			
	 Section 5.4
	  	
SEC Reports.	  	22

  

 i 









			
	 Section 5.5
	  	
Compliance Certificate.	  	23
			
	 Section 5.6
	  	
Stay, Extension and Usury Laws.	  	23
			
	 Section 5.7
	  	
Payment of Taxes.	  	23
			
	 Section 5.8
	  	
Limitation on Liens.	  	23
			
	 Section 5.9
	  	
Calculation of Original Issue Discount.	  	24
			
	 Section 5.10
	  	
Waiver of Certain Covenants.	  	24
		
	 
ARTICLE VI. SUCCESSORS 
	  	24
			
	 Section 6.1
	  	
When Company May Merge, Etc.	  	24
			
	 Section 6.2
	  	
Successor Corporation Substituted.	  	25
		
	 
ARTICLE VII. DEFAULTS AND REMEDIES
	  	25
			
	 Section 7.1
	  	
Events of Default.	  	25
			
	 Section 7.2
	  	
Acceleration of Maturity; Rescission and Annulment.	  	27
			
	 Section 7.3
	  	
Collection of Indebtedness and Suits for Enforcement by Trustee.	  	28
			
	 Section 7.4
	  	
Trustee May File Proofs of Claim.	  	28
			
	 Section 7.5
	  	
Trustee May Enforce Claims Without Possession of Securities.	  	29
			
	 Section 7.6
	  	
Application of Money Collected.	  	29
			
	 Section 7.7
	  	
Limitation on Suits.	  	30
			
	 Section 7.8
	  	
Unconditional Right of Holders to Receive Principal and Interest.	  	30
			
	 Section 7.9
	  	
Restoration of Rights and Remedies.	  	30
			
	 Section 7.10
	  	
Rights and Remedies Cumulative.	  	31
			
	 Section 7.11
	  	
Delay or Omission Not Waiver.	  	31
			
	 Section 7.12
	  	
Control by Holders.	  	31
			
	 Section 7.13
	  	
Waiver of Past Defaults.	  	31
			
	 Section 7.14
	  	
Undertaking for Costs.	  	32
		
	 
ARTICLE VIII. TRUSTEE 
	  	32
			
	 Section 8.1
	  	
Duties of Trustee.	  	32
			
	 Section 8.2
	  	
Rights of Trustee.	  	33
			
	 Section 8.3
	  	
Individual Rights of Trustee.	  	34
			
	 Section 8.4
	  	
Trustee’s Disclaimer.	  	34
			
	 Section 8.5
	  	
Notice of Defaults.	  	35
			
	 Section 8.6
	  	
Reports by Trustee to Holders.	  	35
			
	 Section 8.7
	  	
Compensation and Indemnity.	  	35
			
	 Section 8.8
	  	
Replacement of Trustee.	  	36
			
	 Section 8.9
	  	
Successor Trustee by Merger, etc.	  	37
			
	 Section 8.10
	  	
Eligibility; Disqualification.	  	37
			
	 Section 8.11
	  	
Preferential Collection of Claims Against Company.	  	37
		
	 
ARTICLE IX. SATISFACTION AND DISCHARGE; DEFEASANCE 
	  	37
			
	 Section 9.1
	  	
Satisfaction and Discharge of Indenture.	  	37
			
	 Section 9.2
	  	
Application of Trust Funds; Indemnification.	  	38
			
	 Section 9.3
	  	
Legal Defeasance of Securities of any Series.	  	39
			
	 Section 9.4
	  	
Covenant Defeasance.	  	40
			
	 Section 9.5
	  	
Repayment to Company.	  	41

  

 ii 









		
	 
ARTICLE X. AMENDMENTS AND WAIVERS 
	  	41
			
	 Section 10.1
	  	
Without Consent of Holders.	  	41
			
	 Section 10.2
	  	
With Consent of Holders.	  	42
			
	 Section 10.3
	  	
Limitations.	  	43
			
	 Section 10.4
	  	
Compliance with Trust Indenture Act.	  	44
			
	 Section 10.5
	  	
Revocation and Effect of Consents.	  	44
			
	 Section 10.6
	  	
Notation on or Exchange of Securities.	  	44
			
	 Section 10.7
	  	
Trustee Protected.	  	44
		
	 
ARTICLE XI. SINKING FUNDS
	  	44
			
	 Section 11.1
	  	
Applicability of Article.	  	44
			
	 Section 11.2
	  	
Satisfaction of Sinking Fund Payments with Securities.	  	45
			
	 Section 11.3
	  	
Redemption of Securities for Sinking Fund.	  	45
		
	 
ARTICLE XII. MISCELLANEOUS
	  	46
			
	 Section 12.1
	  	
Trust Indenture Act Controls.	  	46
			
	 Section 12.2
	  	
Notices.	  	46
			
	 Section 12.3
	  	
Communication by Holders with Other Holders.	  	47
			
	 Section 12.4
	  	
Certificate and Opinion as to Conditions Precedent.	  	47
			
	 Section 12.5
	  	
Statements Required in Certificate or Opinion.	  	47
			
	 Section 12.6
	  	
Rules by Trustee and Agents.	  	48
			
	 Section 12.7
	  	
Legal Holidays.	  	48
			
	 Section 12.8
	  	
No Recourse Against Others.	  	48
			
	 Section 12.9
	  	
Counterparts.	  	48
			
	 Section 12.10
	  	
Governing Laws.	  	48
			
	 Section 12.11
	  	
No Adverse Interpretation of Other Agreements.	  	48
			
	 Section 12.12
	  	
Successors.	  	48
			
	 Section 12.13
	  	
Severability.	  	49
			
	 Section 12.14
	  	
Table of Contents, Headings, Etc.	  	49
			
	 Section 12.15
	  	
Securities in a Foreign Currency.	  	49
			
	 Section 12.16
	  	
Judgment Currency.	  	49

  
  

 iii 








 AUTOZONE, INC. 
 Reconciliation and tie between Trust Indenture Act of 1939 and 
 Indenture, dated as of August 8,
2003 
  

	 Section 310
	  	(a)(1)	 	8.10
	 	  	 (a)(2)
	 	8.10
	 	  	 (a)(3)
	 	NOT APPLICABLE
	 	  	 (a)(4)
	 	NOT APPLICABLE
	 	  	 (a)(5)
	 	8.10
	 	  	 (b)
	 	8.10
	 Section 311
	  	 (a)
	 	8.11
	 	  	 (b)
	 	8.11
	 	  	 (c)
	 	NOT APPLICABLE
	 Section 312
	  	 (a)
	 	3.6
	 	  	 (b)
	 	12.3
	 	  	 (c)
	 	12.3
	 Section 313
	  	 (a)
	 	8.6
	 	  	 (b)(1)
	 	8.6
	 	  	 (b)(2)
	 	8.6
	 	  	 (c)(1)
	 	8.6
	 	  	 (d)
	 	8.6
	 Section 314
	  	 (a)
	 	5.4,12.5
	 	  	 (b)
	 	NOT APPLICABLE
	 	  	 (c)(1)
	 	12.4
	 	  	 (c)(2)
	 	12.4
	 	  	 (c)(3)
	 	NOT APPLICABLE
	 	  	 (d)
	 	NOT APPLICABLE
	 	  	 (e)
	 	12.5
	 	  	 (f)
	 	NOT APPLICABLE
	 Section 315
	  	 (a)
	 	8.1
	 	  	 (b)
	 	8.5
	 	  	 (c)
	 	8.1
	 	  	 (d)
	 	8.1
	 	  	 (e)
	 	7.14
	 Section 316
	  	 (a)
	 	3.10
	 	  	 (a)(1)(a)
	 	7.12
	 	  	 (a)(1)(b)
	 	7.13
	 	  	 (b)
	 	7.8
	 Section 317
	  	 (a)(1)
	 	7.3
	 	  	 (a)(2)
	 	7.4
	 	  	 (b)
	 	3.5
	 Section 318
	  	 (a)
	 	12.1


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

 iv 








 INDENTURE dated as of August 8, 2003 between AutoZone, Inc., a Nevada corporation
(“Company”), and Bank One Trust Company, N.A., as trustee (“Trustee”). 
  
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this
Indenture. 
  
 
ARTICLE I. 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 
Section 1.1    Definitions. 
  
 “Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes
imposed on Holders specified herein or therein and which are owing to such Holders. 
  
 “Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes
of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise. 
  
 “Agent” means any Registrar, Paying Agent or Agent for Service. 
  
 “Authorized Newspaper” means a newspaper in an official
language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice.

  
 “Bearer” means anyone in possession from time
to time of a Bearer Security. 
  
 “Bearer
Security” means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof. 
  

“Board of Directors” means the Board of Directors of the Company or any duly authorized committee thereof. 
  
 “Board Resolution” means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the
Trustee. 
  
 “Business Day” means, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday, 







 Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law,
regulation or executive order to close. 
  
 “Capital
Stock” means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock. 
  
 “Company” means the party named as such above until a successor replaces it and thereafter means the successor. 
  
 “Company Order” means a written order signed in the name of
the Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
  
 “Company Request” means a written request signed in the name of the Company by its Chief Executive Officer, the 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 the aggregate amount of assets (less applicable reserves and other properly deductible items) of
the Company and its consolidated Subsidiaries after deducting therefrom (a) all current liabilities (excluding any Debt for money borrowed having a maturity of less than 12 months from the date of the most recent consolidated balance sheet of the
Company but which by its terms is renewable or extendible beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth
on the most recent consolidated balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP. 
  
 “Corporate Trust Office” means the office of the Trustee at which at any particular time this Indenture shall be principally
administered. 
  
 “Debt” means (a) all
indebtedness of the Company (including Securities issued hereunder) whether heretofore or hereafter incurred (i) for borrowed money or (ii) in connection with the acquisition by the Company or a Subsidiary of assets other than in the ordinary course
of business, for the payment of which the Company is liable directly or indirectly by guarantee, letter of credit, obligation to purchase or acquire or otherwise, or the payment of which is secured by a lien, charge or encumbrance on assets acquired
by the Company, (b) amendments, modifications, renewals, extensions and deferrals of any such indebtedness and (c) any indebtedness issued in exchange for any such indebtedness. 
  
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of
Default. 
  
 “Depository” 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 Depository for such Series by the Company, which Depository shall be a clearing agency registered under the
Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 
  

 2 








 “Discount Security” means any Security that provides for an amount less than the stated
principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 7.2. 
  
 “Dollars” and “$” means the currency of The United States of America. 
  
 “ERISA” means the Employee Retirement Income Security Act of
1974, as amended, including the regulations and published interpretations thereunder. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Foreign Currency” means any currency or currency unit issued by a government other than the government of The United States of America.

  
 “Foreign Government Obligations” means, with
respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in
either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. 
  
 “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination. 
  
 “Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 3.2 evidencing all or part of a Series of Securities, issued to the
Depository for such Series or its nominee, and registered in the name of such Depository or nominee. 
  
 “Holder” or “Securityholder” means a person in whose name a Security is registered or the holder of a Bearer Security.

  
 “Indenture” means this Indenture as amended
or supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder. 
  
 “interest” with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after
Maturity. 
  
 “Lien” means, with respect to any
Property, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, encumbrance or other security arrangement of any kind or nature on or with respect to such Property. 
  

 3 








 “Maturity,” when used with respect to any Security or installment of principal thereof,
means the date on which the principal of such Security or such 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.

  
 “Officer” means the Chief Executive Officer,
the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. 
  
 “Officers’ Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer. 
  
 “Opinion of Counsel” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 
  
 “Permitted Liens” means: 
  
 (i) Liens (other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet
due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to
foreclosure, sale or loss on account thereof); 
  
 (ii) statutory
Liens of landlords and Liens of mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that any such Liens which are
material secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in
accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); 
  
 (iii) Liens (other than Liens created or imposed under ERISA) incurred or deposits made by the Company and its Subsidiaries
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts,
performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); 
  
 (iv) Liens in connection with attachments or judgments (including judgment or appeal bonds), provided that the judgments secured shall, within 30 days
after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay; 
  
 (v) any Lien securing indebtedness incurred to finance the purchase price or cost of construction of Property (or additions,
substantial repairs, alterations or substantial improvements thereto), provided that such Lien and the indebtedness secured thereby are 
  

 4 








 incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration
or improvement) and full operation thereof; 
  
 (vi) Liens
securing industrial revenue bonds, pollution control bonds or similar types of tax-exempt bonds; 
  
 (vii) Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of
business or exercise of any privilege, franchise or license; 
  
 (viii) easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered Property for
its intended purposes; 
  
 (ix) leases or subleases granted to
others not interfering in any material respect with the business of the Company and its Subsidiaries taken as a whole; 
  
 (x) Liens on Property at the time such Property is acquired by the Company or any of its Subsidiaries; 
  
  
 (xi) Liens on Property of any Person at the time such Person becomes a Subsidiary of the Company; 
  
 (xii) Liens on receivables from customers sold to third parties pursuant to credit arrangements in the ordinary course of business; 
  
 (xiii) Liens existing on the date hereof to secure Debt existing on the date
hereof or any extensions, amendments, renewals, refinancings, replacements or other modifications thereto; 
  
 (xiv) Liens on any Property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying
Property, whether directly or indirectly, by way of share disposition or otherwise; 
  
 (xv) Liens securing Debt of a Subsidiary of the Company to the Company or to another Subsidiary of the Company; 
  
 (xvi) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof,
to secure partial, progress, advance or other payments; 
  
 (xvii) Liens to secure Debt of joint ventures in which the Company or any of its Subsidiaries has an interest, to the extent such Liens are on Property of, or equity interests in, such joint ventures; and 
  
 (xviii) other Liens on Property of the Company and its Subsidiaries;
provided that (a) the aggregate fair market value of Property owned or leased by the Company or any Significant Subsidiary of the Company as of July 22, 1998 (including Property later acquired specifically to replace Property owned or leased on such
date and Property acquired with the proceeds of the sale or refinancing of Property owned or leased on such date) subject to such other Liens permitted only pursuant to this clause (xviii) 
  

 5 








 does not exceed 15% of the Company’s Consolidated Net Tangible Assets or (b) with respect to Property acquired after
July 22, 1998, such Property shall have been or shall be acquired in the ordinary course of business (it being understood that July 22, 1998 is the date of that certain indenture under which the Company has issued outstanding Debt). 
  
 “person” means any individual, corporation, partnership,
joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
  
 “principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any,
on, and any Additional Amounts in respect of, the Security. 
  
 “Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling automotive parts and accessories or the
warehousing or distributing of such products, owned or leased by the Company or any Significant Subsidiary of the Company. 
  
 “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities” means the debentures, notes or other debt
instruments of the Company of any Series authenticated and delivered under this Indenture. 
  
 “Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 3.1 and 3.2 hereof. 
  
 “Significant Subsidiaries” means any subsidiary of the
Company that is a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such Rule is in effect as of the date hereof). 
  
 “Stated Maturity” means when used with respect to any
Security or any installment of principal thereof or interest thereon, 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. 
  
 “Subsidiary” of any specified person means any corporation,
association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust 
  

 6 








 Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment,
the Trust Indenture Act as so amended. 
  
 “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 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
Securities of that Series. 
  
 “U.S. Government
Obligations” means securities which are (i) direct obligations of The United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency
or instrumentality of The United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by The United States of America, and which are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by
such custodian for the account of the holder of a 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 evidenced by such depository receipt. 
  
 
Section 1.2    Other Definitions. 
  

	 TERM

	  	DEFINED
IN
SECTION


	 “Bankruptcy Law”
	  	7.1
	 “Custodian”
	  	7.1
	 “Debt Agreement or Instrument”
	  	7.1
	 “Event of Default”
	  	7.1
	 “Judgment Currency”
	  	12.16
	 “Legal Holiday”
	  	12.7
	 “mandatory sinking fund payment”
	  	11.1
	 “Market Exchange Rate”
	  	12.15
	 “New York Banking Day”
	  	12.16
	 “optional sinking fund payment”
	  	11.1
	 “Paying Agent”
	  	3.4
	 “Registrar”
	  	3.4
	 “Required Currency”
	  	12.16
	 “Agent for Service”
	  	3.4
	 “successor person”
	  	6.1

  

 7 








 
Section 1.3    Incorporation by Reference of Trust Indenture Act. 
  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings: 
  
 “Commission” means the SEC. 
  
 “indenture securities” means the Securities. 
  
 “indenture security holder” means a Securityholder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional trustee” means the Trustee. 
  
 “obligor” on the indenture securities means the Company and
any successor obligor upon the Securities. 
  
 All other terms
used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined. 
  
 
Section 1.4    Rules of Construction. 
  
 Unless the context otherwise requires: 
  
 (a) a term has the meaning assigned to it; 
  
 (b) an
accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; 
  
 (c) references to “generally accepted accounting principles” and “GAAP” shall mean generally accepted accounting principles in effect
as of the time when and for the period as to which such accounting principles are to be applied; 
  
 (d) “or” is not exclusive; 
  
 (e) words in the singular include the plural, and in the plural include the singular; and 
  
 (f) provisions apply to successive events and transactions. 
  

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ARTICLE II. 
 SECURITY FORMS 
  
 
Section 2.1    Forms of Securities. 
  
 The Securities of each Series shall be in such form or forms (including global form) as shall be established by or pursuant to a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, 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 any law or with any rules made pursuant thereto or the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities, as evidenced by their
execution of such Securities. 
  
 The Trustee’s certificates
of authentication shall be in substantially the form set forth in this Article II. 
  
 The definitive Securities shall be printed, lithographed or engraved or may be produced in any other manner permitted by the rules of any securities exchange upon which the Securities may be listed and (with respect
to Global Securities of any Series) the rules of the Depository, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. 
  
 
Section 2.2    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. 
  

	BANK ONE TRUST COMPANY, N.A., as Trustee
		
	 By:
	 	

	 	 	Authorized Officer


  
 
Section 2.3     Securities in Global Form. 
  
 If any Security of a Series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and also may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Security. Any instructions by the Company with respect to a Global Security in global
form, after its initial issuance, shall be in writing but need not comply with Section 3.3. 
  

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ARTICLE III. 
 THE SECURITIES 
  
 
Section 3.1     Issuable in Series. 
  
 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. All Securities of a Series shall be identical
except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide
for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of
Securities shall be equally and ratably entitled to the benefits of the Indenture. 
  
 
Section 3.2     Establishment of Terms of Series of Securities. 
  
 At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection
3.2(a) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 3.2(b) through 3.2(v)) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or an Officers’ Certificate: 
  
 (a)
the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 
  
 (b) 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 3.7, 3.8, 3.11, 4.7 or 10.6); 
  
 (c) the date or dates on which the principal of the Securities of the Series
is payable; 
  
 (d) the rate or rates (which may be fixed or
variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;

  
 (e) the place or places where the principal of and interest,
if any, on the Securities of the Series shall be payable, where the Securities of such 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 such
Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means; 
  

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 (f) if applicable, the period or periods within which, the price or prices at which and the terms and
conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 
  
 (g) the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at
the option of a Holder thereof and the period or periods within which, the price or prices 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;

  
 (h) the dates, if any, on which and the price or prices at
which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 
  
 (i) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of
the Series shall be issuable; 
  
 (j) the forms of the Securities
of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 
  
 (k) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration
of acceleration of the maturity thereof pursuant to Section 7.2; 
  
 (l) the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ecu, and if such currency of denomination is a composite currency other than the ecu, the
agency or organization, if any, responsible for overseeing such composite currency; 
  
 (m) the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made; 
  
 (n) if payments of principal of or interest, if any, on the Securities of the
Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 
  
 (o) the manner in which the amounts of payment of principal of or interest,
if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies other than that or those in which such Securities are denominated or designated to be payable or
by reference to a commodity, commodity index, stock exchange index or financial index; 
  
 (p) the provisions, if any, relating to any security or guarantees provided for the Securities of the Series; 
  

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 (q) any addition to or change in the Events of Default which applies to any Securities of the Series and
any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.2; 
  
 (r) any addition to or change in the covenants set forth in Articles V or VI which applies to Securities of the Series;

  
 (s) the provisions, if any, relating to conversion of any
Securities of such Series, including, if applicable, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment
of the conversion price and provisions affecting conversion if such Series of Securities are redeemed; 
  
 (t) whether the Securities of such Series will be senior debt securities or subordinated debt securities and, if applicable, a description of the
subordination terms thereof; 
  
 (u) any depositories, interest
rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein; and 
  
 (v) any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series).

  
 All Securities of any one Series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above. A Series may be
reopened, without the consent of the Holders, to issue additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 
  
 Section 3.3     Execution and Authentication.

  
 Two Officers shall sign the Securities for the Company by
manual or facsimile signature. 
  
 If an Officer whose signature
is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. 
  
 A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture. 
  
 The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in
writing. If all the Securities of any one Series are not to be originally issued at one 
  

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 time and if a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall so permit, such
Company Order may set forth procedures for the issuance and authentication of such Securities. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate. 
  
 The aggregate principal amount of
Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section
3.2, except as provided in such Section 3.2 and Section 3.8. 
  
 Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 8.2), in authenticating such Securities, shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture
hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate
complying with Section 12.4 and (c) an Opinion of Counsel complying with Section 12.4. 
  
 Notwithstanding the provisions of Section 3.2 and the preceding paragraph, if all the Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution,
supplemental indenture hereto or Officers’ Certificate pursuant to this Section 3.3, the Officers’ Certificate complying with Section 12.4 or the Opinion of Counsel complying with Section 12.4 prior to the issuance and authentication of
each Securities of such Series if such documents are delivered prior to the authentication upon original issuance of the first Securities of such Series to be issued and such documents provide for the issuance of all Securities of such series.

  
 The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 
  
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company. 
  
 
Section 3.4     Registrar and Paying Agent. 
  
 The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section
3.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Agent for Service”). The Registrar 
  

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 shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give
prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Agent for Service. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or
Agent for Service or shall fail to furnish the Trustee with the name and 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 co-registrars, additional paying agents or additional agents for service 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 obligations to maintain a Registrar, Paying Agent and Agent for Service in each place so specified pursuant to Section 3.2 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 name or address of any such co-registrar, additional paying agent or additional agent for service. The term
“Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Agent for Service” includes any additional agent for service. 
  
 The Company hereby appoints the Trustee the initial Registrar, Paying Agent
and Agent for Service for each Series unless another Registrar, Paying Agent or Agent for Service, as the case may be, is appointed prior to the time Securities of that Series are first issued. 
  
 
Section 3.5     Paying Agent to Hold Money in Trust. 
  
 The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 
  
 
Section 3.6     Securityholder Lists. 
  
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten (10) days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as
of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 
  

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Section 3.7     Transfer and Exchange. 
  
 Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar
shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 3.11, 4.7 or 10.6). 
  
 Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the
transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 
  
 
Section 3.8     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 make available for delivery 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 upon its request the Trustee shall authenticate and make available for delivery, 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,
subject to satisfaction of the foregoing conditions. 
  
 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

  

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 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 3.9     Outstanding Securities. 
  
 The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 
  
 If a Security is replaced pursuant to Section 3.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 
  
 If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. 
  
 A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

  
 In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount
of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.2. 
  
 
Section 3.10     Treasury Securities. 
  
 In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by
the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that the
Trustee knows are so owned shall be so disregarded. 
  
 
Section 3.11     Temporary Securities. 
  
 Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the 
  

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 Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date
of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities. 
  
 
Section 3.12     Cancellation. 
  
 The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange
or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and deliver such canceled Securities to the Company, unless the Company otherwise directs; provided that the Trustee shall
not be required to destroy Securities. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 
  
 
Section 3.13     Payment of Interest; Computation of Interest. 
  
 Except as otherwise provided as contemplated by Section 3.2 with respect to any Series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any date or dates on which interest shall be payable 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. 
  
 Except as otherwise specified
as contemplated by Section 3.2(o) 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. 
  
 
Section 3.14     Defaulted Interest. 
  
 If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who
are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least ten (10) days before the record date, the Company shall mail to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 
  
 
Section 3.15     Global Securities. 
  
 3.15.1 Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the
form of one or more Global Securities and the Depository for such Global Security or Securities. 
  
 3.15.2 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 3.7 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 3.7 of the Indenture for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is
unwilling or unable to continue as Depository for such Global 
  

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 Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in
either case, the Company fails to appoint a successor Depository registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect
that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 

 
 Except as provided in this Section 3.15.2, a Global Security may not be
transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor Depository. 
  
 3.15.3 Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 
  
 “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a
nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a
whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor
Depository.” 
  
 3.15.4 Acts of Holders. The
Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

  
 3.15.5 Payments. Notwithstanding the other provisions
of this Indenture, unless otherwise specified as contemplated by Section 3.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. The Company and the Trustee understand that interest on any
Global Security will be disbursed or credited by the Depository to the persons having beneficial ownership thereof pursuant to a book-entry or other system maintained by the Depository. 
  
 3.15.6 Consents, Declaration and Directions. Except as provided in Section 3.15.5, the Company, the Trustee and any
Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
  

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Section 3.16 CUSIP Numbers. 
  
 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 
ARTICLE IV. 
 REDEMPTION 
  
 
Section 4.1     Applicability of Article. 
  
 If pursuant to Section 3.2 provision is made for redemption of Securities of any Series before their Stated Maturity, then the Securities of such Series
and shall be redeemable in accordance with their terms and, except as otherwise specified as contemplated in Section 3.2, in accordance with this Article IV. 
  
 
Section 4.2     Notice to Trustee. 
  
 The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the
Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 40 days before the redemption date
(or such shorter notice as may be acceptable to the Trustee). 
  
 
Section 4.3     Selection of Securities to be Redeemed. 
  
 Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of the Series outstanding
not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 3.2(i), the minimum principal denomination for each Series and integral multiples thereof. Provisions of
this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. 
  

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Section 4.4     Notice of Redemption. 
  
 Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper. 
  
 The notice shall identify the Securities of the Series to be redeemed and
shall state: 
  
 (a) the redemption date; 
  
 (b) the redemption price; 
  
 (c) the name and address of the Paying Agent; 
  
 (d) that Securities of the Series called for redemption must be surrendered
to the Paying Agent to collect the redemption price; 
  
 (e) 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 on Securities of the Series called for redemption ceases to accrue on and after the redemption date;

  
 (f) if less than all the outstanding Securities of any Series
are to be redeemed (unless all the Securities of such Series of a specified tenor are to be redeemed), the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed; 
  
 (g) the CUSIP number, if any; and 
  
 (h) any other information as may be required by the terms of the particular
Series or the Securities of a Series being redeemed. 
  
 At the
Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense. 
  
 
Section 4.5     Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed or published as provided in Section 4.4, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided 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 at the close of business on the relevant record date therefor
according to their terms and the terms of this Indenture. 
  

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 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest (if applicable) from the redemption date at the rate prescribed therefor in the Security. 
  
 
Section 4.6     Deposit of Redemption Price. 
  
 On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if
any, on all Securities to be redeemed on that date. 
  
 
Section 4.7     Securities Redeemed in Part. 
  
 Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same
maturity equal in principal amount to the unredeemed portion of the Security surrendered. 
  
 
ARTICLE V. 
 COVENANTS 
  
 
Section 5.1     Payment of Principal and Interest. 
  
 The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and
interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 
  
 
Section 5.2     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 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 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 in writing 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 or interest on
any Securities of that Series, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee in writing 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: 
  

 21 








 (1) hold all sums held by it for the payment of the principal of 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 written 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 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 or interest on any Security of any Series and remaining unclaimed for two years after such principal or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; 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 an Authorized Newspaper 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 5.3     Corporate Existence. 
  
 Subject to Article VI, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Significant Subsidiary and the rights (charter
and statutory) and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve any such right or franchise if in the judgment of the Company it shall be necessary, advisable or in
the interest of the Company to discontinue the same. 
  
 
Section 5.4     SEC Reports. 
  
 If requested by the Trustee, the Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, 
  

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 documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). 
  
 
Section 5.5     Compliance Certificate. 
  
 The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any period of
grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and status thereof of which they may have knowledge. 
  
 The Company shall, so long as any of the Securities are outstanding, deliver
to the Trustee, within thirty (30) days after becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect
thereto. 
  
 
Section 5.6     Stay, Extension and Usury Laws. 
  
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities and the Company hereby expressly waives (to
the extent it may lawfully do so) all benefit or advantage of any such law and covenants that it will not, by resort to any such law, 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 has been enacted. 
  
 
Section 5.7     Payment of Taxes. 
  
 The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Company or any Significant
Subsidiary or upon the income, profits or property of the Company or any Significant Subsidiary. 
  
 
Section 5.8     Limitation on Liens. 
  
 With respect to any Series of Securities, the Company will not, and will not permit any of its Subsidiaries to, create, incur, issue, assume or guarantee any Debt of the Company or any of its Subsidiaries secured by a
Lien (other than Permitted Liens) upon any Property, or upon shares of Capital Stock or evidence of Debt issued by any of the Company’s Subsidiaries and owned by 
  

 23 








 the Company or by any other Subsidiary of the Company, owned by the Company on the date of issuance of such Series of
Securities, without making effective provision to secure all of the Securities issued hereunder, equally and ratably with any and all other Debt thereby secured, so long as such Debt shall be so secured. 
  
 
Section 5.9     Calculation of Original Issue Discount. 
  
 If any original issue discount securities are issued hereunder, the Company shall file with the Trustee promptly following the end of each calendar year a
written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on each series of outstanding original issue discount securities as of the end of such year. 
  
 
Section 5.10     Waiver of Certain Covenants. 
  
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 5.5 and Sections 5.7 to 5.9,
inclusive, with respect to the Securities of any Series if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Securities of 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. 
  
 
ARTICLE VI. 
 SUCCESSORS 
  
 
Section 6.1     When Company May Merge, Etc. 
  
 The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any
person (a “successor person”) unless: 
  
 (a) the
Company is the surviving corporation or the successor person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and
under this Indenture; and 
  
 (b) immediately after giving effect
to the transaction, no Default or Event of Default shall have occurred and be continuing. 
  
 The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and
any supplemental indenture comply with this Indenture. 
  
 Notwithstanding the foregoing, any Subsidiary of the Company may consolidate with or merge into, or convey, transfer or lease all or substantially all of its properties and assets, to the Company. 
  

 24 








 
Section 6.2     Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in
accordance with Section 6.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other
disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities. 
  
 
ARTICLE VII. 
 DEFAULTS AND REMEDIES 
  
 
Section 7.1     Events of Default. 
  
 “Event of Default” means, wherever used herein with respect to Securities of any Series, any one of the following events, unless in the establishing Board Resolution, supplemental indenture or
Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 
  
 (a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of
30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or 
  
 (b) default in the payment of principal of any Security of that Series at its Maturity; or 
  
 (c) default in the deposit of any sinking fund payment, when and as due in
respect of any Security of that Series, and continuance of such default for a period of 30 days; or 
  
 (d) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the
consequences of nonperformance or breach are addressed elsewhere in this Section 7.1 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default
continues uncured for a period of 90 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 not less than 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 
  
 (e) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company (including a
default with respect to Securities of any Series other than that Series) or under any mortgage, indenture (including this Indenture) or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for
money borrowed by the Company or any Significant Subsidiary (each such 
  

 25 








 bond, debenture, note, evidence of indebtedness, mortgage, indenture or instrument being referred to as a “Debt
Agreement or Instrument”), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto or shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been
discharged or such acceleration having been rescinded or annulled within a period of 15 days after there shall have 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 and requiring the Company to cause such indebtedness to be discharged or such acceleration to be rescinded or annulled and stating
that such notice is a “Notice of Default” hereunder, if the aggregate outstanding principal amount of indebtedness under the Debt Agreement or Instrument with respect to which such default or acceleration has occurred exceeds $35 million;
provided, however, that if such default under such Debt Agreement or Instrument shall be cured by the Company or the Significant Subsidiary or be waived by the holders of such indebtedness or if such acceleration shall be rescinded or annulled, in
each case as may be permitted by such Debt Agreement or Instrument, then the Event of Default hereunder by reason of such default shall be deemed likewise to have been thereupon cured or waived; and provided, further, that, subject to the provisions
of Sections 8.1 and 8.5, the Trustee shall not be deemed to have knowledge of such default or acceleration unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default or acceleration or (B) the Trustee shall
have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; 
  
 (f) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law: 
  
 (i) commences
a voluntary case, 
  
 (ii) consents to the entry
of an order for relief against it in an involuntary case, 
  
 (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, 
  
 (iv) makes a general assignment for the benefit of its creditors, or 
  
 (v) admits in writing its inability generally to pay its debts as the same become due; or 
  
 (g) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
  
 (i) is for relief
against the Company or any Significant Subsidiary in an involuntary case, 
  

 26 








 (ii) adjudges the Company or any Significant Subsidiary bankrupt or insolvent,

  
 (iii) approves as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary under Bankruptcy Law, 
  
 (iv) appoints a Custodian of the Company or any Significant Subsidiary or for all or any substantial part of its property, or 

 
 (v) orders the winding up or liquidation of the Company
or any Significant Subsidiary, 
  
 and the order or decree remains unstayed and
in effect for 90 days; or 
  
 (h) any other Event of Default
provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 3.2(r). 
  
 The term “Bankruptcy Law” means Title 11 of the U.S. Code or
any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
  
 
Section 7.2     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 (other than an Event of Default referred
to in Section 7.1(e) or (f)), 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 Securities of that Series are
Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on 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) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default
specified in Section 7.1(e) or (f) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder. 
  
 At any
time after such a declaration of acceleration with respect to 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 all Events of Default with respect to Securities of that Series, other
than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.13. 
  

 27 








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

  
 
Section 7.3     Collection of Indebtedness and Suits for Enforcement by Trustee. 
  
 The Company covenants that if: 
  
 (a) 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, or 
  
 (b) default is made in the payment of principal of
any Security at the Maturity thereof, or 
  
 (c) default is made
in the deposit of any sinking fund payment when and as due by the terms of a Security, 
  
 then 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 and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and 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 forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, 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
deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 
  
 If an Event of Default with respect to any 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. 
  
 
Section 7.4     Trustee May File Proofs of Claim. 
  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue 
  

 28 








 principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
  
 (a) to file and prove a claim for the whole amount of principal and interest
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 
  
 (b) 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 8.7. 
  
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

 
 
Section 7.5     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 7.6     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 interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  
 First: To the payment of all amounts due the Trustee under Section 8.7; and

  
 Second: To the payment of the amounts then due and unpaid for
principal of 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 interest, respectively; and 
  

 29 








 Third: To the Company or to whomsoever may be lawfully entitled to receive the same as a court of
competent jurisdiction may direct. 
  
 
Section 7.7     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: 
  
 (a) such Holder has previously given
written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series; 
  
 (b) the Holders of at least 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; 
  
 (c) 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; 
  
 (d) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute any such proceeding; and 
  
 (e) 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 such Holders. 
  
 
Section 7.8     Unconditional Right of Holders to Receive Principal 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 interest, if any, on such Security on the Stated Maturity or Stated 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 7.9     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 
  

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

  
 
Section 7.10     Rights and Remedies Cumulative. 
  
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 3.8, 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, to the extent permitted by law, prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
  
 
Section 7.11     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 an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be. 
  
 
Section 7.12     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: 
  
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 
  
 (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

  
 (c) subject to the provisions of Section 7.1, the Trustee
shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 
  
 
Section 7.13     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 (i) in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority
in principal amount of the outstanding Securities of any Series may 
  

 31 








 rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration)
or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  
 
Section 7.14     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 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 interest on any Security on or after the Stated Maturity
or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 
  
 
ARTICLE VIII. 
 TRUSTEE 
  
 
Section 8.1     Duties of Trustee. 
  
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 
  
 (ii) 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 Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture;
however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of
Counsel to determine whether or not they conform to the requirements of this Indenture. 
  

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 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that: 
  
 (i) This paragraph does not limit the effect of paragraph (b) of this Section. 
  
 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts. 
  
 (iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a
majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such Series. 
  
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section. 
  
 (e) The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity
satisfactory to it against any loss, liability or expense. 
  
 (f)
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

  
 (g) No provision of this Indenture shall require the Trustee
to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. 
  
 (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee. 

 
 
Section 8.2     Rights of Trustee. 
  
 (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document. 
  
 (b)
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. 
  

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 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of
any agent appointed with due care. No Depository shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depository. 
  
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or bad faith. 
  
 (e) The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. 
  

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any
of the Holders of Securities 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. 

 
 (g) 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. 
  
 (h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and
this Indenture. 
  
 
Section 8.3     Individual Rights of Trustee. 
  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate
of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 8.10 and 8.11. 
  
 
Section 8.4     Trustee’s Disclaimer. 
  
 The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s
use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 
  

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Section 8.5     Notice of Defaults. 
  
 If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the
Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series. 
  
 
Section 8.6     Reports by Trustee to Holders. 
  
 Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register
kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section 313. 
  
 A copy of each report at the time of its mailing to Securityholders of any
Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange. 
  
 
Section 8.7     Compensation and Indemnity. 
  
 The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. 
  
 The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or
expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders
and agents of the Trustee. 
  

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 The Company need not reimburse any expense or indemnify against any loss or liability incurred by the
Trustee or by any officer, director, employee, shareholder or agent of the Trustee through negligence or bad faith. 
  
 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series. 
  
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 The provisions of this Section shall survive the termination of this Indenture. 
  
 
Section 8.8     Replacement of Trustee. 
  
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section. 
  
 The Trustee may
resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the
Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if: 
  
 (a) the Trustee fails to comply with Section 8.10; 
  
 (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
  
 (c) a Custodian or public officer takes charge
of the Trustee or its property; or 
  
 (d) the Trustee becomes
incapable of acting. 
  
 If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
  
 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

  

 36 








 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 8.7, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its
succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 8.8, the
Company’s obligations under Section 8.7 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. 
  
 
Section 8.9     Successor Trustee by Merger, etc. 
  
 If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor Trustee. 
  
 
Section 8.10     Eligibility; Disqualification. 
  
 This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b). 
  
 
Section 8.11     Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed
shall be subject to TIA Section 311(a) to the extent indicated. 
  
 
ARTICLE IX. 
 SATISFACTION AND DISCHARGE; DEFEASANCE 
  
 
Section 9.1     Satisfaction and Discharge of Indenture. 
  
 This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 9.1), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 
  
 (a) any of the following shall have occurred: 
  
 (i) no Securities have been issued hereunder; 
  
 (ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have
been replaced or paid) have been delivered to the Trustee for cancellation; or 
  

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

  
 (1) have become due and payable, or

  
 (2) will become due and payable at their
Stated Maturity within one year, or 
  
 (3) 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 has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case
of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 
  
 (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
  
 (c) 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 8.7 and, if
money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 3.4, 3.7, 3.8, 9.1, 9.2 and 9.5 shall survive. 
  
 
Section 9.2     Application of Trust Funds; Indemnification. 
  
 (a) Subject to the provisions of Section 9.5, all money deposited with the Trustee pursuant to Section 9.1, all money and U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section 9.3 or 9.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section
9.3 or 9.4, 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 (other than the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by
Sections 9.3 or 9.4. 
  
 (b) The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign 
  

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 Government Obligations deposited pursuant to Sections 9.3 or 9.4 or the interest and principal received in respect of
such obligations other than any payable by or on behalf of Holders. 
  
 (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided in Sections 9.3 or 9.4 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations
held under this Indenture. 
  
 
Section 9.3     Legal Defeasance of Securities of any Series. 
  
 Unless this Section 9.3 is otherwise specified, pursuant to Section 3.2(v), to be inapplicable to Securities of any Series, the Company shall be deemed to
have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to: 
  
 (a) the rights of Holders of Securities of such Series to receive, from the
trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or
interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series;

  
 (b) the provisions of Sections 3.4, 3.7, 3.8, 9.2, 9.3 and
9.5; and 
  
 (c) the rights, powers, trust and immunities of the
Trustee hereunder; 
  
 provided that, the following conditions shall have been
satisfied: 
  
 (d) the Company shall have deposited or caused to
be irrevocably deposited (except as provided in Section 9.2(c)) with the Trustee 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 (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on
such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof

  

 39 








 delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any
mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; 
  
 (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound; 
  
 (f) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

  
 (g) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had
not occurred; 
  
 (h) the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company; and 
  
 (i) 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 the defeasance contemplated by this Section have been complied
with. 
  
 
Section 9.4     Covenant Defeasance. 
  
 Unless this Section 9.4 is otherwise specified pursuant to Section 3.2(v) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 6.1 as well as any additional covenants specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 3.2(v) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to
such Series under Section 7.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 3.2(q) and designated as an Event
of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 
  

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 (a) With reference to this Section 9.4, the Company has deposited or caused to be irrevocably deposited
(except as provided in Section 9.2(c)) with the Trustee 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 (i) in the
case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign
Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are
due; 
  
 (b) Such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
  
 (c) No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date; 
  
 (d)
The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; and 
  
 (e) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with. 
  
 
Section 9.5     Repayment to Company. 
  
 The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 
  
 
ARTICLE X. 
 AMENDMENTS AND WAIVERS 
  
 
Section 10.1     Without Consent of Holders. 
  
 The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder:

  

 41 








 (a) to cure any ambiguity, defect or inconsistency; 
  
 (b) to comply with Article VI; 
  
 (c) to provide for uncertificated Securities in addition to or in place of
certificated Securities; 
  
 (d) 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; 
  
 (e) to add any additional Events of Default for the benefit of the Holders of all or any Series of Securities (and if such Events of Default are to be for the benefit of less than all Series of Securities, stating
that such Events of Default are expressly being included solely for the benefit of such Series); 
  
 (f) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more Series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such
Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; 
  
 (g) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; 

 
 (h) 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; or 
  
 (i) to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA. 
  
 
Section 10.2     With Consent of Holders. 
  
 Subject to the limitations set forth in Section 12.3, the Company and the Trustee may enter into a supplemental indenture with the written consent of the
Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such
Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such
Series. Except as provided in Section 7.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series) 
  

 42 








 may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.

  
 It shall not be necessary for the consent of the Holders of
Securities under this Section 10.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this
Section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 
  
 
Section 10.3     Limitations. 
  
 Without the consent of each Securityholder affected, an amendment or waiver may not: 
  
 (a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 
  
 (b) reduce the rate of, change the method of determination of or extend the
time for payment of interest (including default interest) on any Security; 
  
 (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 
  
 (d) reduce the principal amount of Discount Securities payable upon
acceleration of the maturity thereof; 
  
 (e) make any change in
the provisions concerning waivers of Events of Default by Holders or the rights of Holders to recover the principal of or interest, if any, on any Security; 
  
 (f) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of
the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); 
  
 (g) make the principal of or interest, if any, on any Security payable in any
currency other than that stated in the Security; 
  
 (h) make any
change in Sections 7.8, 7.13, or 10.3 (this sentence); or 
  
 (i)
waive a redemption payment with respect to any Security. 
  

 43 








 
Section 10.4     Compliance with Trust Indenture Act. 
  
 Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA
as then in effect. 
  
 
Section 10.5     Revocation and Effect of Consents. 
  
 Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective. 
  
 Any amendment or waiver once effective shall bind every Securityholder of
each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 10.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
  
 
Section 10.6     Notation on or Exchange of Securities. 
  
 The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 
  
 
Section 10.7     Trustee Protected. 
  
 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 8.1) 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 shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights. 
  
 
ARTICLE XI. 
 SINKING FUNDS 
  
 
Section 11.1     Applicability of Article. 
  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this Indenture. 
  

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 The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series
is herein referred to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such 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 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by
the terms of the Securities of such Series. 
  
 
Section 11.2     Satisfaction of Sinking Fund Payments with Securities. 
  
 The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such
Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be
credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call
Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 
  
 
Section 11.3     Redemption of Securities for Sinking Fund. 
  
 Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in respect of a particular
Series of Securities) 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 mandatory sinking fund payment for that
Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to
Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. 
  

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 Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental
indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 4.3 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 4.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Sections 4.5, 4.6 and 4.7. 
  
 
ARTICLE XII. 
 MISCELLANEOUS 
  
 
Section 12.1     Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by
the TIA, such required or deemed provision shall control. 
  
 
Section 12.2     Notices. 
  
 Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail: 
  
 if to the Company: 
  
 AutoZone, Inc. 
 123 South Front Street 
 Memphis, Tennessee 38103 
 Attention: Corporate Secretary 
 Telephone: (901) 495-6500 
 Facsimile: (901) 495-8374 
  
 if to the Trustee: 
  
 Bank One Trust Company, N.A. 
 1 Bank One Plaza, Mail Suite IL1-0823 
 Chicago, Illinois 60670-0823 
 Attention: Corporate Trust Administration 
 Telephone: (312) 407-1682 
 Facsimile: (312) 336-8840 
  
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  
 Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication 
  

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 to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series. 
  
 If a notice or
communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it. 
  

If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. 
  
 
Section 12.3     Communication by Holders with Other Holders. 
  
 Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to
their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 
  
 
Section 12.4     Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

  
 (a) an Officers’ Certificate stating that, in the opinion
of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
  
 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
  
 
Section 12.5     Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 
  
 (a) a statement that the person making such certificate or opinion has read such covenant or condition; 
  
 (b) 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; 
  
 (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and 
  
 (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 
  

 47 








 
Section 12.6     Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set
reasonable requirements for its functions. 
  
 
Section 12.7     Legal Holidays. 
  
 Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date
is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
  
 
Section 12.8     No Recourse Against Others. 
  
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities. 
  
 
Section 12.9 Counterparts. 
  
 This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. 
  
 
Section 12.10     Governing Laws. 
  
 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. 
  
 
Section 12.11     No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture. 
  
 
Section 12.12     Successors. 
  
 All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. 
  

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Section 12.13     Severability. 
  
 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 12.14     Table of Contents, Headings, Etc. 
  
 The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 
Section 12.15     Securities in a Foreign Currency. 
  
 Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 3.2 of
this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series
affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which
shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 12.15, “Market Exchange
Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. 
  
 All decisions and determinations of the Trustee regarding the Market Exchange
Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon
the Company and all Holders. 
  
 
Section 12.16     Judgment Currency. 
  
 The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the
principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the 
  

 49 








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

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

	 	 	 	 	AUTOZONE, INC.
					
	 	 	 	 	 	 	 By:
	 	 /s/    MICHAEL ARCHBOLD


	 	 	 	 	 	 	 	 	 Name: Michael Archbold
 Its: Senior Vice
President and Chief Financial Officer


  

					
	 Attest:
	 	 /s/    DONALD R. RAWLINS

	 	 	 	 By:
	 	 /s/    JAMES A. COOK, III


	 	 	 Name: Donald R. Rawlins
 Its: Assistant
Secretary
	 	 	 	 	 	 Name: James A. Cook, III
 Its: Vice
President and Treasurer


  

			
	 	 	 	 	BANK ONE TRUST COMPANY, N.A., as Trustee
					
	 	 	 	 	 	 	 By:
	 	 /s/    JANICE OTT ROTUNNO


	 	 	 	 	 	 	 	 	 Name: Janice Ott Rotunno
 Its: Vice
President


  

					
	 Attest:
	 	 /s/    J. MORAND

	 	 	 	 	 	 
	 	 	 Name: J. Morand
 Its: Vice
President