exv4w3






Exhibit 4.3



EXECUTION COPY




      




CIT GROUP FUNDING COMPANY OF DELAWARE LLC,

Issuer




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee




 






INDENTURE




 






Dated as of December 10, 2009




Debt Securities




      




 









 





Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture




	 	 	 	 	 
	Trust Indenture	 	Indenture Act	 
	Section	 	Section	 
	§ 310(a)(1)
	 	 	6.7	 
	(a)(2)
	 	 	6.7	 
	(b)
	 	 	6.8	 
	§ 311
	 	 	6.4	 
	§ 312(a)
	 	 	7.1	 
	(b)
	 	 	7.2	 
	(c)
	 	 	7.2	 
	§ 313(a)
	 	 	7.3	 
	(c)
	 	 	7.3	 
	(d)
	 	 	7.3	 
	§ 314(a)
	 	 	7.4	 
	(c)(l)
	 	 	1.2	 
	(c)(2)
	 	 	1.2	 
	(e)
	 	 	1.1, 1.2	 
	(f)
	 	 	1.2	 
	§ 315(a)-(d)
	 	 	3.3	 
	(b)
	 	 	6.2	 
	(c)
	 	 	6.1(9)	
	(d)
	 	 	6.1(8)	
	(e)
	 	 	5.15	 
	§ 316(a)(last sentence)
	 	 	1.1	 
	(a)(l)(A)
	 	 	5.12	 
	(a)(1)(B)
	 	 	5.13	 
	(b)
	 	 	5.8	 
	§ 317(a)(1)
	 	 	5.3	 
	(a)(2)
	 	 	5.4	 
	(b)
	 	 	10.3	 
	§ 318(a)
	 	 	1.8	 








 




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




i









 










TABLE OF CONTENTS









	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Compliance Certificates and Opinions
	 	 	11	 
	Section 1.3 Form of Documents Delivered to Trustee
	 	 	12	 
	Section 1.4 Acts of Holders
	 	 	12	 
	Section 1.5 Notices, Etc. to Trustee and Company
	 	 	14	 
	Section 1.6 Notice to Holders of Securities; Waiver
	 	 	15	 
	Section 1.7 Language of Notices
	 	 	16	 
	Section 1.8 Conflict with Trust Indenture Act
	 	 	16	 
	Section 1.9 Effect of Headings and Table of Contents
	 	 	16	 
	Section 1.10 Successors and Assigns
	 	 	16	 
	Section 1.11 Separability Clause
	 	 	16	 
	Section 1.12 Benefits of Indenture
	 	 	17	 
	Section 1.13 Governing Law
	 	 	17	 
	Section 1.14 Legal Holidays
	 	 	17	 
	Section 1.15 Counterparts
	 	 	17	 
	Section 1.16 Judgment Currency
	 	 	17	 
	Section 1.17 Limitation on Individual Liability
	 	 	18	 
	Section 1.18 Waiver of Jury Trial
	 	 	18	 
	Section 1.19 Force Majeure
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	 
	 	 	 	 
	SECURITIES FORMS
	 	 	 	 
	 
	 	 	 	 
	Section 2.1 Forms Generally
	 	 	18	 
	Section 2.2 Form of Trustee’s Certificate of Authentication
	 	 	19	 
	Section 2.3 Securities in Global Form
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	 
	 	 	 	 
	THE SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 3.1 Amount Unlimited; Issuable in Series
	 	 	20	 
	Section 3.2 Currency; Denominations
	 	 	25	 
	Section 3.3 Execution, Authentication, Delivery and Dating
	 	 	25	 
	Section 3.4 Temporary Securities
	 	 	26	 
	Section 3.5 Registration, Transfer and Exchange
	 	 	27	 
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	31	 






ii









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 3.7 Payment of Interest; Rights to Interest Preserved
	 	 	32	 
	Section 3.8 Persons Deemed Owners
	 	 	34	 
	Section 3.9 Cancellation
	 	 	35	 
	Section 3.10 Computation of Interest
	 	 	35	 
	Section 3.11 CUSIP Numbers
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 4.1 Satisfaction and Discharge
	 	 	35	 
	Section 4.2 Defeasance and Covenant Defeasance
	 	 	37	 
	Section 4.3 Application of Trust Money
	 	 	41	 
	Section 4.4 Reinstatement
	 	 	41	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	 
	 	 	 	 
	REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 5.1 Events of Default
	 	 	42	 
	Section 5.2 Acceleration of Maturity; Rescission and Annulment
	 	 	43	 
	Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	44	 
	Section 5.4 Trustee May File Proofs of Claim
	 	 	45	 
	Section 5.5 Trustee May Enforce Claims without Possession of Securities or Coupons
	 	 	46	 
	Section 5.6 Application of Money Collected
	 	 	46	 
	Section 5.7 Limitations on Suits
	 	 	47	 
	Section 5.8 Unconditional Right of Holders to Receive Principal and any Premium and Interest
	 	 	47	 
	Section 5.9 Restoration of Rights and Remedies
	 	 	48	 
	Section 5.10 Rights and Remedies Cumulative
	 	 	48	 
	Section 5.11 Delay or Omission Not Waiver
	 	 	48	 
	Section 5.12 Control by Holders of Securities
	 	 	48	 
	Section 5.13 Waiver of Past Defaults
	 	 	49	 
	Section 5.14 Waiver of Usury, Stay or Extension Laws
	 	 	49	 
	Section 5.15 Undertaking for Costs
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	 
	 	 	 	 
	THE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 6.1 Certain Duties and Responsibilities
	 	 	50	 
	Section 6.2 Certain Rights of Trustee
	 	 	51	 
	Section 6.3 Notice of Defaults
	 	 	53	 
	Section 6.4 Not Responsible for Recitals or Issuance of Securities
	 	 	53	 
	Section 6.5 May Hold Securities
	 	 	53	 
	Section 6.6 Money Held in Trust
	 	 	53	 






iii









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 6.7 Compensation and Reimbursement
	 	 	53	 
	Section 6.8 Corporate Trustee Required; Eligibility
	 	 	54	 
	Section 6.9 Resignation and Removal; Appointment of Successor
	 	 	55	 
	Section 6.10 Acceptance of Appointment by Successor
	 	 	57	 
	Section 6.11 Merger, Conversion, Consolidation or Succession to Business
	 	 	58	 
	Section 6.12 Appointment of Authenticating Agent
	 	 	58	 
	Section 6.13 Appointment of Attorney-in-Fact
	 	 	60	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	 
	 	 	 	 
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	 
	 	 	 	 
	Section 7.1 Company to Furnish Trustee Names and Addresses of Holders
	 	 	61	 
	Section 7.2 Preservation of Information; Communications to Holders
	 	 	61	 
	Section 7.3 Reports by Trustee
	 	 	61	 
	Section 7.4 Reports by Company
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	 
	 	 	 	 
	CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES
	 	 	 	 
	 
	 	 	 	 
	Section 8.1 Company May Consolidate, Etc., Only on Certain Terms
	 	 	63	 
	Section 8.2 Successor Person Substituted for Company
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	 	 	 	 
	Section 9.1 Supplemental Indentures without Consent of Holders
	 	 	64	 
	Section 9.2 Supplemental Indentures with Consent of Holders
	 	 	65	 
	Section 9.3 Execution of Supplemental Indentures
	 	 	67	 
	Section 9.4 Effect of Supplemental Indentures
	 	 	67	 
	Section 9.5 Reference in Securities to Supplemental Indentures
	 	 	67	 
	Section 9.6 Conformity with Trust Indenture Act
	 	 	67	 
	Section 9.7 Notice of Supplemental Indenture
	 	 	67	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 10.1 Payment of Principal, any Premium, Interest
	 	 	68	 
	Section 10.2 Maintenance of Office or Agency
	 	 	68	 
	Section 10.3 Money for Securities Payments to Be Held in Trust
	 	 	69	 
	Section 10.4 Existence
	 	 	71	 
	Section 10.5 Waiver of Certain Covenants
	 	 	71	 
	Section 10.6 Company Statement as to Compliance; Notice of Certain Defaults
	 	 	71	 






iv









 






	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 11
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 11.1 Applicability of Article
	 	 	72	 
	Section 11.2 Election to Redeem; Notice to Trustee
	 	 	72	 
	Section 11.3 Selection by Trustee of Securities to be Redeemed
	 	 	72	 
	Section 11.4 Notice of Redemption
	 	 	73	 
	Section 11.5 Deposit of Redemption Price
	 	 	74	 
	Section 11.6 Securities Payable on Redemption Date
	 	 	75	 
	Section 11.7 Securities Redeemed in Part
	 	 	76	 
	Section 11.8 Cancellation and Destruction of Securities
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 12
	 	 	 	 
	 
	 	 	 	 
	SINKING FUNDS
	 	 	 	 
	 
	 	 	 	 
	Section 12.1 Applicability of Article
	 	 	76	 
	Section 12.2 Satisfaction of Sinking Fund Payments with Securities
	 	 	76	 
	Section 12.3 Redemption of Securities for Sinking Fund
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 13
	 	 	 	 
	 
	 	 	 	 
	REPAYMENT AT THE OPTION OF HOLDERS
	 	 	 	 
	 
	 	 	 	 
	Section 13.1 Applicability of Article
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 14
	 	 	 	 
	 
	 	 	 	 
	SECURITIES IN FOREIGN CURRENCIES
	 	 	 	 
	 
	 	 	 	 
	Section 14.1 Applicability of Article
	 	 	78	 
	 
	 	 	 	 
	ARTICLE 15
	 	 	 	 
	 
	 	 	 	 
	MEETINGS OF HOLDERS OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 15.1 Purposes for Which Meetings May Be Called
	 	 	78	 
	Section 15.2 Call, Notice and Place of Meetings
	 	 	78	 
	Section 15.3 Persons Entitled to Vote at Meetings
	 	 	79	 
	Section 15.4 Quorum; Action
	 	 	79	 
	Section 15.5 Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	80	 
	Section 15.6 Counting Votes and Recording Action of Meetings
	 	 	81	 
	Section 15.7 Preservation of Rights of Trustee and Holders
	 	 	81	 






v









 






Index of Defined Terms




	 	 	 	 	 
	 	 	Page	 
	$ 
	 	 	5	 
	Act
	 	 	2	 
	Affiliate
	 	 	2	 
	Agency
	 	 	7	 
	Authenticating Agent
	 	 	2	 
	Authorized Newspaper
	 	 	2	 
	Authorized Officer
	 	 	3	 
	Bankruptcy Law
	 	 	3, 43	 
	Bearer Security
	 	 	3	 
	Board of Directors
	 	 	3	 
	Board Resolution
	 	 	3	 
	Business Day
	 	 	3	 
	Capital Stock
	 	 	3	 
	Commission
	 	 	3	 
	Common Stock
	 	 	3	 
	Company
	 	 	1, 4	 
	Company Paid Amount
	 	 	42	 
	Company Request and Company Order
	 	 	4	 
	Conversion Event
	 	 	4	 
	Corporate Trust Office
	 	 	4	 
	Corporation
	 	 	4	 
	Coupon
	 	 	4	 
	Currency
	 	 	4	 
	CUSIP number
	 	 	4	 
	Custodian
	 	 	4, 43	 
	default
	 	 	53	 
	Defaulted Interest
	 	 	4, 32	 
	defeasance
	 	 	37	 
	Depository
	 	 	11	 
	Dollars
	 	 	5	 
	Event of Default
	 	 	5, 42	 
	Foreign Currency
	 	 	5	 
	Government Obligations
	 	 	5	 
	Holder
	 	 	5	 
	Indebtedness
	 	 	5	 
	Indenture
	 	 	1, 6	 
	Independent Public Accountants
	 	 	6	 
	Indexed Security
	 	 	6	 
	Interest
	 	 	6	 
	Interest Payment Date
	 	 	6	 
	Judgment Currency
	 	 	6, 18	 
	Maturity
	 	 	6	 
	New York Banking Day
	 	 	7, 18	 
	Office
	 	 	7	 






vi









 






	 	 	 	 	 
	 	 	Page	 
	Officers’ Certificate
	 	 	7	 
	Opinion of Counsel
	 	 	7	 
	Original Issue Discount Security
	 	 	7	 
	Outstanding
	 	 	7	 
	Paying Agent
	 	 	9	 
	Person
	 	 	9	 
	Place of Payment
	 	 	9	 
	Predecessor Security
	 	 	9	 
	Preferred Stock
	 	 	9	 
	Redemption Date
	 	 	9	 
	Redemption Price
	 	 	9	 
	Registered Security
	 	 	9	 
	Regular Record Date
	 	 	9	 
	Required Currency
	 	 	10, 18	 
	Responsible Officer
	 	 	10	 
	Securities
	 	 	1, 10	 
	Security
	 	 	10	 
	Security Register
	 	 	10	 
	Security Registrar
	 	 	10	 
	Special Record Date
	 	 	10	 
	Stated Maturity
	 	 	10	 
	Subsidiary
	 	 	10	 
	Trust Indenture Act
	 	 	10	 
	Trustee
	 	 	1, 11	 
	U.S. Depository
	 	 	11	 
	United States
	 	 	11	 
	Vice President
	 	 	11	 






vii









 





     INDENTURE, dated as of December 10, 2009 (the “Indenture”), between CIT Group Funding Company
of Delaware LLC, a Delaware limited liability company duly organized and existing under the laws of
the State of Delaware (the “Company”) and Deutsche Bank Trust Company Americas, as trustee (the
“Trustee”).



RECITALS




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its debentures, notes or other evidences of indebtedness (the
“Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such
time or times, to be issued in one or more series and to have such other provisions as shall be
fixed as hereinafter provided.



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



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE 1




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 




     Section 1.1 Definitions. Except as otherwise specified with respect to any Securities
issued pursuant to Section 3.1, and except as otherwise expressly provided in or pursuant to this
Indenture, or unless the context otherwise requires, for all purposes of this Indenture:




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



 









 






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




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




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




     (5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A
or B or both,” not “either A or B but not both”). Certain terms used principally in certain
Articles hereof are defined in those Articles.



     “Act,” when used with respect to any Holders, has the meaning specified in Section 1.4.



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



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.12 to
act on behalf of the Trustee to authenticate Securities of one or more series.



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



     “Authorized Officer” means, when used with respect to the Company, the Chairman of the Board
of Managers, a Vice Chairman, the President, the Chief Executive Officer, the Chief



2









 







Financial
Officer, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.



     “Bankruptcy Law” has the meaning specified in Section 5.1(5).



     “Bearer Security” means any Security in the form established pursuant to Section 2.1 which is
payable to bearer.



     “Board of Directors” means the board of directors of the Company or any committee of that
board duly authorized to act generally or in any particular respect for the Company hereunder.



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



     “Business Day,” with respect to any Place of Payment or other location, means any day other
than a Saturday, Sunday or other day on which banking institutions in such Place of Payment or
other location are authorized or obligated by law, regulation or executive order to close.



     “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
equity of such Person, including Preferred Stock, but excluding any debt securities convertible
into such equity.



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



     “Common Stock” in respect of any Corporation means Capital Stock of any class or classes
(however designated) which has no preference as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Corporation, and which is not subject to redemption by such Corporation.



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



3









 







of this
Indenture, and thereafter “Company” shall mean such successor Person, and any other obligor upon
the Securities.



     “Company Request and Company Order” mean, respectively, a written request or order, as the
case may be, signed in the name of the Company by an Authorized Officer, and delivered to the
Trustee.



     “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government
of the country or the confederation which issued such Foreign Currency and for the settlement of
transactions by a central bank or other public institutions of or within the international banking
community or (ii) any currency unit or composite currency for the purposes for which it was
established.



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



     “Corporation” means corporations and limited liability companies and, except for purposes of
Article 8, associations, companies and business trusts.



     “Coupon” means any interest coupon appertaining to a Bearer Security.



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



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



     “Custodian” has the meaning specified in Section 5.1(5).



     “Defaulted Interest” has the meaning specified in Section 3.7.



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



4









 





     “Event of Default” has the meaning specified in Section 5.1.



     “Foreign Currency” means any currency, currency unit or composite currency, including, without
limitation, the euro, issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such governments.



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



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



     “Indebtedness” means, with respect to any Person, such Person’s (i) obligations for borrowed
money, (ii) obligations representing the deferred purchase price of property or services other than
accounts payable arising in the ordinary course of such Person’s business, (iii) obligations,
whether or not assumed, secured by Liens on property now or
hereafter owned or acquired by such Person (other than carriers’, warehousemen’s, mechanics’,
repairmen’s or other like nonconsensual statutory Liens arising in the ordinary course of
business), (iv) obligations which are evidenced by notes, acceptances, or other similar
instruments, (v) capitalized lease obligations, (vi) contingent obligations with respect to the
Indebtedness of another Person, including but not limited to the obligation or liability of another
which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes contingently liable upon; provided that any
Indebtedness owing by the Company to any of its Subsidiaries or by any Subsidiary of the Company to
the Company or by any Subsidiary of the Company to any other Subsidiary of the Company or any
contingent



5









 







obligation in respect thereof shall not constitute Indebtedness for purposes of this
Agreement, and (vii) obligations for which such Person is obligated in respect of a letter of
credit.



     “Indenture” means this instrument as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument,
and, with respect to any Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and provisions may be
amended pursuant to the applicable provisions hereof).



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



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



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



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



     “Judgment Currency” has the meaning specified in Section 1.16.



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



     “New York Banking Day” has the meaning specified in Section 1.16.



6









 





     “Office” or “Agency” with respect to any Securities, means an office or agency of the Company
maintained or designated in a Place of Payment for such Securities pursuant to Section 10.2 or any
other office or agency of the Company maintained or designated for such Securities pursuant to
Section 10.2 or, to the extent designated or required by Section 10.2 in lieu of such office or
agency, the Corporate Trust Office of the Trustee.



     “Officers’ Certificate” means a certificate signed by the Chairman, Vice Chairman, President,
Chief Executive Officer or a Vice President and by the Chief Financial Officer, Treasurer, an
Assistant Treasurer, the Secretary, or an Assistant Secretary of the Corporation, and delivered to
the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, reasonably acceptable to the Trustee,
who may be an employee of or counsel for the Company or other counsel, that, if required by the
Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to this Indenture which
provides for declaration of an amount less than the principal face amount thereof to be due and
payable upon acceleration pursuant to Section 5.2.



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




	 	(a)	 	any such Security theretofore cancelled by the Trustee or the Security
Registrar or delivered to the Trustee or the Security Registrar for cancellation;
	 
	 	(b)	 	any such Security for whose payment at the Maturity thereof money in the
necessary amount has been theretofore deposited pursuant hereto with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities and any Coupons appertaining thereto, provided
that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;
	 
	 	(c)	 	any such Security with respect to which the Company has effected defeasance
and/or covenant defeasance pursuant to the terms hereof, except to the extent provided
in Section 4.2;




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	 	(d)	 	any such Security which has been paid pursuant to Section 3.6 or in exchange
for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, unless there shall have been presented to the Trustee proof
satisfactory to it that such Security is held by a bona fide purchaser in whose hands
such Security is a valid obligation of the Company; and
	 
	 	(e)	 	any such Security converted or exchanged as contemplated by this Indenture into
other securities or property of a Person (including the Company) if the terms of such
Security provide for such conversion or exchange pursuant to Section 3.1;




provided, however, that 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 or are present at a meeting of Holders of Securities
for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be
counted in making such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the terms of such Original
Issue Discount Security would be declared (or shall have been declared to be) due and payable upon
a declaration of acceleration thereof pursuant to Section 5.2 at the time of such determination,
and (ii) the principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be equal to the
principal face amount of such Indexed Security at original issuance, unless otherwise provided in
or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of
such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent on the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities
and (B) that the pledgee is not the Company or any other obligor upon the Securities or any Coupons
appertaining thereto or an Affiliate of the Company or such other obligor.




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



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



8









 





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



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same Indebtedness as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange
for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to which a
mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same
Indebtedness as the lost, destroyed, mutilated or stolen Security or the Security to which a
mutilated, destroyed, lost or stolen Coupon appertains.



     “Preferred Stock” in respect of any Corporation means Capital Stock of any class or classes
(however designated) which is preferred as to the payment of dividends, or as to the distribution
of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, over
shares of Capital Stock of any other class of such Corporation.



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



     “Redemption Price” with respect to any Security or portion thereof to be redeemed, means the
price at which it is to be redeemed as determined by or pursuant to this Indenture or such
Security.



     “Registered Security” means any Security in the form established pursuant to Section 2.1 which
is registered in a Security Register.



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



     “Required Currency” has the meaning specified in Section 1.16.



     “Responsible Officer” means any officer within the corporate trust office of the Trustee,
which may include every vice president or officer senior thereto, every assistant vice president,
every trust officer, every assistant trust officer, and every other officer and assistant officer
of the Trustee customarily performing functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of, and familiarity with, a particular subject and who shall have direct
responsibility for the administration of this Indenture.



9









 





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



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
3.5.



     “Special Record Date” for the payment of any Defaulted Interest on any Registered Security
means a date fixed by the Company pursuant to Section 3.7.



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



     “Subsidiary” means with respect to the Company, such Person which, at the time of
determination, more than 50% of the voting power of the shares of its Capital Stock or other
interests (including partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is owned or
controlled, directly or indirectly, by (i) the Company and/or (ii) one or more Subsidiaries of the
Company; provided, however, that the term Subsidiary shall not include any Person,
if the earnings of such Person are not consolidated with the financial statements of the Company in
accordance with the requirements of GAAP.



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



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



10









 





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



     “U.S. Depository” or “Depository” means, with respect to any Security issuable or issued in
the form of one or more global Securities, the Person designated as U.S. Depository or Depository
by the Company in or pursuant to this Indenture, which Person must be, to the extent required by
applicable law or regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended, and, if so provided with respect to any Security, any successor to such Person.
If at any time there is more than one such Person, “U.S. Depository” or “Depository” shall mean,
with respect to any Securities, the qualifying entity that has been appointed with respect to such
Securities.



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



     Section 1.2 Compliance Certificates and Opinions. Except as otherwise expressly provided
in this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents or
any of them is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.



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




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




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




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



11









 






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



     Section 1.3 Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, provided that such officer, after reasonable
inquiry, has no reason to believe and does not believe that the Opinion of Counsel with respect to
the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Company, stating that the information with
respect to such factual matters is in the possession of the Company, provided that such
counsel, after reasonable inquiry, has no reason to believe and does not believe that the
certificate or opinion or representations with respect to such matters are erroneous.



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



     Section 1.4 Acts of Holders.




     (1) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing. If, but only if,
Securities of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of Securities of such
series voting in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders of Securities of such series duly called and held in accordance with
the provisions of Article 15, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments or so voting at any
such meeting. Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any



12









 







Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor
of the Trustee, the Company and any agent of the Trustee or the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of Securities shall
be proved in the manner provided in Section 15.6.



     Without limiting the generality of this Section 1.4, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a U.S. Depository that is a Holder of a global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is a Holder of a global
Security may provide its proxy or proxies to the beneficial owners of interests in any such global
Security through such U.S. Depository’s standing instructions and customary practices.



     The Company shall fix a record date for the purpose of determining the Persons who are
beneficial owners of interest in any permanent global Security held by a U.S. Depository entitled
under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or
other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such Persons, shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice, consent, waiver or
other Act shall be valid or effective if made, given or taken more than 90 days after such record
date.




     (2) The fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 1.4 may be proved in any reasonable manner; and the Trustee may
in any instance require further proof with respect to any of the matters referred to in this
Section.




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




     (4) The ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of holding the
same, may be proved by the production of such Bearer Securities or by a certificate
executed, as depositary, by any trust company, bank, banker or other depositary reasonably
acceptable to the Company, wherever situated, if such certificate shall be deemed by the
Company and the Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or



13









 







affidavit of the Person
holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (i) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (ii) such Bearer Security is produced to
the Trustee by some other Person, or (iii) such Bearer Security is surrendered in exchange
for a Registered Security, or (iv) such Bearer Security is no longer Outstanding. The
ownership, principal amount and serial numbers of Bearer Securities held by the Person so
executing such instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner, which the Company
and the Trustee deem sufficient.




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




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



     Section 1.5 Notices, Etc. to Trustee and Company. Any request, demand, authorization,
direction, notice, consent, waiver or other Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with,




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




     (2) the Company, by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,



14









 







first-class
postage prepaid, to the Company, addressed to the attention of its Treasurer, with a copy to
the attention of its General Counsel, at the address of its principal office specified
herein or at any other address previously furnished in writing to the Trustee by the
Company.



     Section 1.6 Notice to Holders of Securities; Waiver. Except as otherwise expressly
provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of
Securities of any event,




     (1) such notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice; and




     (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such Securities are
then listed on any stock exchange outside the United States, in an Authorized Newspaper in
such city as the Company shall advise the Trustee that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than the earliest
date and the second such publication not later than the latest date prescribed for the
giving of such notice.



     In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given
as provided herein. Any notice that is mailed in the manner herein provided, shall be conclusively
presumed to have been duly given or provided. In the case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.



     In case by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearers Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders
of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed to Holders of Registered Securities as provided above.



15









 





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



     All communications hereunder will be in writing and will be mailed, delivered or sent via
facsimile and confirmed to the party receiving such communication at its address or facsimile
number indicated below:



          If to the Company:





CIT Group Funding Company of Delaware LLC

1 CIT Drive

Livingston, New Jersey 07039

Facsimile: (973) 740-5750

Attention: Treasurer and General Counsel



          If to the Trustee:





Deutsche Bank Trust Company Americas

60 Wall Street 26th Floor

New York, NY 10005

Facsimile: (212) 553-2460

Attention: Corporate Trust Administration



     Section 1.7 Language of Notices. Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice may be in an official
language of the country of publication.



     Section 1.8 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies
or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon
by Section 318(c) thereof, such required provision shall control.



     Section 1.9 Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.



     Section 1.10 Successors and Assigns. All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.



     Section 1.11 Separability Clause. In case any provision in this Indenture, any Security or
any Coupon 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.



16









 





     Section 1.12 Benefits of Indenture. Nothing in this Indenture, any Security or any Coupon,
express or implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the
Holders of Securities or Coupons, any benefit or any legal or equitable right, remedy or claim
under this Indenture.



     Section 1.13 Governing Law. This Indenture, the Securities and any Coupons shall be
governed by and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said state.



     Section 1.14 Legal Holidays. Unless otherwise specified in or pursuant to this Indenture
or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of any
Security, or the last date on which a Holder has the right to convert or exchange Securities of a
series that are convertible or exchangeable, shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than
a provision in any Security or Coupon that specifically states that such provision shall apply in
lieu hereof) payment need not be made at such Place of Payment on such date, and such Securities
need not be converted or exchanged on such date, but such payment may be made, and such Securities
may be converted or exchanged, on the next succeeding day that is a Business Day at such Place of
Payment, and no interest shall accrue on the amount payable on such date or at such time for the
period from and after such Interest Payment Date, Stated Maturity, Maturity or last day for
conversion or exchange, as the case may be, to such next succeeding Business Day, except that if
such next succeeding Business Day is in the next succeeding calendar year, such payment may be
made, and such Securities may be converted or exchanged, on the immediately preceding Business Day
(in the case of each of the foregoing, with the same force and effect as if made on such Interest
Payment Date or at such Stated Maturity or Maturity or on such last day for conversion or exchange,
as the case may be).



     Section 1.15 Counterparts. This Indenture may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.



     Section 1.16 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 premium or
interest, if any, (the “Required Currency”) into a currency in which a judgment will be rendered
(the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the requisite amount
of the Required Currency with the Judgment Currency on the New York Banking Day preceding the day
on which a final unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in
any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of



17









 







the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day
except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking
institutions in The City of New York are authorized or obligated by law, regulation or executive
order to be closed.



     Section 1.17 Limitation on Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture or in any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Company, either directly or through
the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity or by constitution
or statute, of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and the issuance of such
Security.



     Section 1.18 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.



     Section 1.19 Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



ARTICLE 2




SECURITIES FORMS




     Section 2.1 Forms Generally. Each Registered Security, Bearer Security, Coupon and
temporary or permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures supplemental



18









 







hereto,
shall have such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may
have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of
any stock exchange on which the Securities may be listed.



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



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



     Section 2.2 Form of Trustee’s Certificate of Authentication. Subject to Section 6.12, the
Trustee’s certificate of authentication shall be in substantially the following form:




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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

     as Trustee
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Officer






     Section 2.3 Securities in Global Form. Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global
form. If Securities of a series shall be issuable in global form, as specified and contemplated by
Section 3.1, any such Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to time be increased
or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in



19









 







such manner and by such Person or
Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section
3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver, in each case at the Company’s expense, any
Security in permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing.



     Notwithstanding the provisions of Section 3.7, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and interest on, any
Security (i) in temporary form shall be made to the Person or Persons specified therein, and (ii)
in global form and registered in the name of a Depository or its nominee shall be made to the
Depository or its nominee as the Holder of such global Security. Neither the Company nor the
Trustee shall have any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests of a global Security, or for
maintaining, supervising or reviewing any records relating to beneficial ownership interests, and
each of the Company and the Trustee may act or refrain from acting without liability on any
information provided by the Depository.



     Notwithstanding the provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as
the Holder of such principal amount of Outstanding Securities represented by a global Security
(i) in the case of a global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.



ARTICLE 3




THE SECURITIES




     Section 3.1 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series.



     With respect to any Securities to be authenticated and delivered hereunder, there shall be
established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto,




     (1) the title and series of such Securities, which may include medium-term notes;



20









 






     (2) the total principal amount of the series of such Securities and whether there shall
be any limit upon the aggregate principal amount of such Securities that may be
authenticated and delivered under this Indenture (except for Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7);




     (3) if such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and whether the
Bearer Securities are to be issuable with Coupons, without Coupons or both, and any
restrictions applicable to the offer, sale or delivery of the Bearer Securities and the
terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and
vice versa;




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




     (5) if any of such Securities are to be issuable as Bearer Securities or in global
form, the date as of which any such Bearer Security or global Security shall be dated (if
other than the date of original issuance of the first of such Securities to be issued);




     (6) if any of such Securities are to be issuable as Bearer Securities, whether interest
in respect of any portion of a temporary Bearer Security in global form payable in respect
of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer
Security for definitive Securities shall be paid to any clearing organization with respect
to the portion of such temporary Bearer Security held for its account and, in such event,
the terms and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the Persons
entitled to interest payable on such Interest Payment Date;




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




     (8) the Person to whom any interest on a Security shall be payable, if other than the
Person in whose name that Security is registered at the close of business on the Regular
Record Date for such interest; the rate or rates at which such Securities shall bear



21









 







interest, if any, which rate may be zero in the case of certain Securities issued at an
issue price representing a discount from the principal amount payable at Maturity, or the
method by which such rate or rates will be determined (including, if applicable, any
remarketing option or similar method), and the date or dates from which such interest, if
any, will accrue or the method by which such date or dates will be determined, and the basis
upon which interest shall be calculated if other than that of a 360 day year of twelve
30-day months;




     (9) the date or dates on which interest, if any, on such Securities shall be payable
and any Regular Record Dates applicable to the date or dates on which interest will be so
payable;




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




     (11) if such Securities are to be redeemable at the Company’s option, the date or dates
on which, the period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities may be redeemed, in whole or in part, at the
Company’s option pursuant to any sinking fund or otherwise;




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




     (13) if other than denominations of $1,000, and any integral multiple thereof, the
denominations in which any Securities to be issued in registered form will be issuable and,
if other than a denomination of $5,000, the denominations in which any Securities to be
issued in bearer form will be issuable;




     (14) provisions specifying whether the Securities will be convertible into other
securities or property of any Person (including the Company) and/or exchangeable for



22









 







securities or property of any Person (including the Company) and, if so, the terms and
conditions upon which such Securities shall be so convertible or exchangeable;




     (15) if other than the principal amount, the portion of the principal amount (or the
method by which such portion will be determined) of such Securities that will be payable
upon declaration of acceleration of the Maturity thereof pursuant to the terms of this
Indenture;




     (16) the guarantors, if any, of the Securities of the series, and the extent of the
guarantees (including provisions relating to seniority, subordination, and the release of
the guarantors), if any, and any additions or changes to permit or facilitate guarantees of
such Securities;




     (17) whether the Securities of such series are subject to subordination and the terms
of such subordination;




     (18) any restriction or condition on the transferability of the Securities of such
series;




     (19) whether the Securities of the series to be issued will be Original Issue Discount
Securities and the amount of discount with which such Securities may be issued;




     (20) the form of the Securities of the series in accordance with Section 2.1;




     (21) if other than Dollars, the Currency of payment, including composite Currencies and
Foreign Currencies, of the principal of, any premium or interest on any of such Securities;




     (22) if other than as provided in Section 4.2, the manner in which the Securities of
the series are to be defeased;




     (23) provisions specifying whether the principal of, or any premium or interest on such
Securities shall be payable, at the election of the Company or a Holder, in a Currency other
than that in which such Securities are stated to be payable and the date or dates on which,
the period or periods within which, and the other terms and conditions upon which, such
election may be made, and the time and manner of determining the exchange rate;



23









 






     (24) any index, formula or other method used to determine the amount of payments of
principal of, or any premium or interest on such Securities;




     (25) provisions specifying whether such Securities are to be issued in the form of one
or more global Securities and, if so, the identity of the Depositary for such global
Security or Securities;




     (26) any deletions from, modifications of or additions to the Events of Default or
covenants of the Company that are contained herein with respect to such Securities;




     (27) terms specifying whether the provisions described below under Section 4.2 shall be
applicable to such Securities;




     (28) terms specifying whether any of such Securities are to be issued upon the exercise
of warrants, and the time, manner and place for such Securities to be authenticated and
delivered; and




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



     All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of
such series shall be substantially identical except as to Currency of payments due thereunder,
denomination and the rate of interest thereon, or method of determining the rate of interest, if
any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to such series of
Securities. The terms of the Securities of any series may provide, without limitation, that the
Securities shall be authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or supplemental indenture and
that such persons are authorized to determine, consistent with such Officers’ Certificate or any
applicable supplemental indenture, such terms and conditions of the Securities of such series as
are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, unless otherwise so provided, a series may be
reopened for issuances of additional Securities of such series or to establish additional terms of
such series of Securities. The Company also may issue, and the Trustee may authenticate,
Securities with the same terms as previously issued Securities.



     If any of the terms of the Securities of any series shall be established by action taken by or
pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior
to the delivery of the Officers’ Certificate setting forth the terms of such series.



24









 





     Section 3.2 Currency; Denominations. Unless otherwise provided in or pursuant to this
Indenture, the principal of, and any premium and interest, if any, on, the Securities shall be
payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered
Securities denominated in Dollars shall be issuable in registered form without Coupons in
denominations of $1,000, and any integral multiple thereof, and the Bearer Securities denominated
in Dollars shall be issuable in denominations of $5,000. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such Securities in or
pursuant to this Indenture.



     Section 3.3 Execution, Authentication, Delivery and Dating. Securities shall be executed
on behalf of the Company by its Chairman of the Board, a Vice Chairman, its President, its Chief
Executive Officer, its Chief Financial Officer, its Treasurer or a Vice President under its company
seal, if any, reproduced thereon and attested by its Secretary or one of its Assistant Secretaries.
Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant Treasurer of
the Company. The signature of any of these officers on the Securities or any Coupons appertaining
thereto may be manual or facsimile.



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



     At any time and from time to time on and/or after the execution and delivery of this
Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto,
executed by the Company, to the Trustee for authentication and, provided that the Board
Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the authentication and delivery
of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company
Order and subject to the provisions hereof and of such Securities shall authenticate and deliver
such Securities. In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons appertaining thereto, the
Trustee shall be given, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act)
shall be fully protected in relying upon,




     (1) an Opinion of Counsel to the effect that:




     (a) the form or forms and the terms of such Securities and any Coupons have
been established in conformity with the provisions of this Indenture; and




     (b) such Securities, together with any Coupons appertaining thereto, when
completed by appropriate insertions and executed and delivered by the



25









 







Company to the
Trustee for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the Company
in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights, to general equitable principles and
to such other qualifications as such counsel shall conclude do not materially affect
the rights of Holders of such Securities and any Coupons; and




     (2) an Officers’ Certificate stating that, to the best knowledge of the Persons
executing such certificate, all conditions precedent to the execution, authentication and
delivery of such Securities and Coupons, if any, appertaining thereto, have been complied
with, and no event which is, or after notice or lapse of time would become, an Event of
Default with respect to any of the Securities shall have occurred and be continuing.



     The Trustee shall not be required to authenticate or to cause an Authenticating Agent to
authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.



     Each Registered Security shall be dated the date of its authentication. Each Bearer Security
and any Bearer Security in global form shall also be dated the date of its authentication.



     No Security or Coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section 2.2 or 6.11
executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized officers. Such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Except as permitted by Section 3.6, the Trustee shall not authenticate and deliver any Bearer
Security unless all Coupons appertaining thereto then matured have been detached and cancelled.



     Section 3.4 Temporary Securities. Pending the preparation of definitive Securities, the
Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary Securities in lieu
thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer
form with one or more Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing
such



26









 







Securities may
determine, as conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.



     Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the Company shall cause
definitive Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities of the same series and containing terms and provisions that are identical to
those of any temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or
more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor an equal
aggregate principal amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered
in exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global Security, until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.



     Section 3.5 Registration, Transfer and Exchange. With respect to the Registered Securities
of each series, if any, the Company shall cause to be kept a register (each such register being
herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Registered Securities of such series and of transfers of the Registered
Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or the
Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The
Company shall have the right to remove and replace from time to time the Security Registrar for any
series of Securities; provided that no such removal or replacement shall be effective until
a successor Security Registrar with respect to such series of Securities shall have been appointed
by the Company and shall have accepted such appointment by the Company. In the event that the
Trustee shall not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such series at all
reasonable times. The Company shall be required to maintain a Security Registrar in each place
where the principal of and premium or interest on any Security is payable. There shall be only one
Security Register for each series of Securities.



     Upon surrender for registration of transfer of any Registered Security of any series at any
Office or Agency for such series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like



27









 







aggregate principal amount bearing a number not contemporaneously outstanding and containing
identical terms and provisions.



     At the option of the Holder, certificated Securities (including Bearer Securities) and the
right to receive the principal, premium and interest, if any, on any certificated Security may be
transferred by a Holder by surrendering such certificate representing the certificated Securities
at the Corporate Trust Office of the Trustee. Such certificate representing the certificated
Securities may be reissued by the Company or the Trustee to a new Holder or a new certificate
representing the certificated Securities may be issued by the Company or the Trustee to a new
Holder.



     At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series containing identical terms and provisions, in any
authorized denominations, and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any Office or Agency for such series. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities that the Holder making the exchange is entitled
to receive.



     If provided in or pursuant to this Indenture, with respect to Securities of any series, at the
option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities
of such series containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured
Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
10.2, interest represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such
Office or Agency for such series in exchange for a Registered Security of such series and like
tenor after the close of business at such Office or Agency on (i) any Regular Record Date and
before the opening of business at such Office or Agency on the next succeeding Interest Payment
Date, or any Special Record Date and before the opening of business at such Office or Agency on the
related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall



28









 







be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case
may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but
shall be payable only to the Holder of such Coupon when due in accordance with the provisions of
this Indenture.



     If provided in or pursuant to this Indenture with respect to Securities of any series, at the
option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to
such series.



     Whenever any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to receive.



     Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for certificated Securities only if (i) the Depository is
at any time unwilling, unable or ineligible to continue as depository and a successor depository is
not appointed by the Company within 90 days of the date the Company is so informed in writing, the
Company, in its discretion, determines not to require all of the Securities of a series to be
represented by a global Security and notifies the Trustee of its decision by executing and
delivering to the Trustee a Company Order to the effect that such global Security shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing, the Company, the Trustee,
the Registrar and the Paying Agent shall have notified the Depository that the global Security
shall be exchangeable for certificated Securities. If the beneficial owners of interests in a
global Security are entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this Indenture,
and of the same series, containing identical terms and in aggregate principal amount equal to the
principal amount of such global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be surrendered from time to
time by the U.S. Depository or such other Depository as shall be specified in the Company Order
with respect thereto, and in accordance with instructions given to the Trustee and the U.S.
Depository or such other Depository, as the case may be (which instructions shall be in writing but
need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion
of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities
as described above without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such global Security to be exchanged, which (unless such Securities are not issuable
both as Bearer Securities and as



29









 







Registered Securities, in which case the definitive Securities
exchanged for the global Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities
or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other requirements to the issuance
of Bearer Securities; provided, however, that (unless otherwise provided in or
pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global
Security shall be mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by the Trustee to such
Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on or after (i) any
Regular Record Date for such Security and before the opening of business at such Office or Agency
on the next succeeding Interest Payment Date, or any Special Record Date for such Security and
before the opening of business at such Office or Agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Registered
Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of such global Security
shall be payable in accordance with the provisions of this Indenture.



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



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



     No service charge shall be made for any registration of transfer or exchange, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover any stamp tax or other
governmental charge and any other reasonable expenses (including fees and expenses of the Trustee)
that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not involving any transfer.



     Except as otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day the Company transmits a notice of
redemption of Securities of the series selected for redemption and ending at the close of business



30









 







on the day of the transmission, or to register the transfer of or exchange any Security selected
for redemption in whole or in part, except in the case of any Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for
redemption except, to the extent provided with respect to such Bearer Security, that such Bearer
Security may be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for redemption with
written instruction for payment consistent with the provisions of this Indenture or to issue,
register the transfer of or exchange any Security which, in accordance with its terms, has been
surrendered for repayment at the option of the Holder, except the portion, if any, of such Security
not to be so repaid.



     Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or
a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 3.6, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered
Security.



     If there be delivered to the Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security or Coupon, 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 or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company’s request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding to
the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen Coupon appertains.



     Notwithstanding the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security or Coupon 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 or Coupon;
provided, however, that payment of principal of, and any premium or interest, if
any, on any Bearer Securities shall, except as otherwise provided in Section 10.2, be payable only
at an Office or Agency for such Securities located outside the United States.



     Upon the issuance of any new Security under this Section 3.6, the Company may require the
payment of a sum sufficient to cover any stamp 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.



31









 





     Every new Security, with any Coupons appertaining thereto issued pursuant to this Section 3.6
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities
of such series and any Coupons, if any, duly issued hereunder.



     The provisions of this Section 3.6, as amended or supplemented pursuant to this Indenture with
respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.



     Section 3.7 Payment of Interest; Rights to Interest Preserved. Unless otherwise provided
in or pursuant to this Indenture, any interest on any Registered Security which shall be payable,
and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is registered as of the
close of business on the Regular Record Date for such interest.



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




     (1) The Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be registered
at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed by the Company in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
such Registered Security, the Special Record Date therefor and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date
of the proposed payment, such money when so deposited to be held in trust for the benefit of
the Person entitled to such Defaulted Interest as in this clause provided. The Special
Record Date for the payment of such Defaulted Interest shall be not more than 15 days and
not less



32









 







than 10 days prior to the date of the proposed payment and not less than 10 days
after notification to the Trustee of the proposed payment. The Trustee shall, in the name
and at the expense of the Company cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to
the Holder of such Registered Security (or a Predecessor Security thereof) at his address as
it appears in the Security Register not less than 10 days prior to such Special Record Date.
The Trustee may, in its discretion, in the name and at the expense of the Company cause a
similar notice to be published at least once in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, but such publication shall
not be a condition precedent to the establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).




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



     Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular
series pursuant to the provisions of this Indenture, at the option of the Company, interest on
Registered Securities that bear interest may be paid at the office or agency of the Company
maintained for such purposes in the Borough of Manhattan, City of New York, or by mailing a check
to the address of the Person entitled thereto as such address shall appear in the Security Register
or by transfer to an account maintained by the payee with a bank located in the United States.



     Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate principal amount of
Securities of any series of global Securities (or its equivalent in a Foreign Currency, if the
currency unit is a Foreign Currency), whether having identical or different terms and provisions,
having the same interest payment dates will be entitled to receive interest payments, other than at
Maturity, by wire transfer of immediately available funds if appropriate wire transfer instructions
have been received in writing by the Trustee for the Securities of such series at least 15 days
prior to the applicable Interest Payment Date. In addition to the foregoing, a holder of
$1,000,000 or more in aggregate principal amount of Securities of any series of global Securities
(or its equivalent in a Foreign Currency, if the currency unit is a Foreign Currency), whether
having identical or different terms and provisions, having the same Maturity will be entitled to
receive payment at Maturity by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee for the Securities of such
series at least 15 days prior to Maturity; provided, however, that such payments shall be
made subject to applicable laws and regulations and only after surrender of the global Securities
to the Company, the corporate trust office or the Paying Agent, for such global Securities not
later than one Business Day prior to Maturity. Any wire instructions received by the Trustee for
the Securities of such series shall remain in effect until revoked by the Holder.



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     Subject to the foregoing provisions of this Section and Section 3.5, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.



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



     Section 3.8 Persons Deemed Owners. Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered in the Security Register as
the owner of such Registered Security for the purpose of receiving payment of principal of, and any
premium or (subject to Sections 3.5 and 3.7) interest, if any, on such Registered Security and for
all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company, the Trustee or any
agent of the Company or the Trustee shall be affected by notice to the contrary.



     The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected
by notice to the contrary.



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



34









 





     Section 3.9 Cancellation. All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee
for any such purpose, shall be cancelled promptly by the Trustee. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by or pursuant to this Indenture. All cancelled Securities and Coupons held by the
Trustee shall be disposed of by the Trustee in its customary manner, unless by a Company Order, the
Company directs their return to it.



     Section 3.10 Computation of Interest. Except as otherwise provided in or pursuant to this
Indenture or in any Security, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.



     Section 3.11 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or
as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing
of any change in the “CUSIP” numbers.



ARTICLE 4




SATISFACTION AND DISCHARGE OF INDENTURE; 

DEFEASANCE AND COVENANT DEFEASANCE




     Section 4.1 Satisfaction and Discharge. Upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto (except as to any surviving
rights of Securities of such series expressly provided for herein or pursuant thereto), and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series, when




     (1) either




     (a) all Securities of such series theretofore authenticated and delivered and
all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities of such series surrendered in exchange for Registered Securities



35









 







of such
series and maturing after such exchange whose surrender is not required or has been
waived as provided in Section 3.5, Securities and Coupons of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6, (iii) Coupons appertaining to Securities of such series called for
redemption and maturing after the relevant Redemption Date whose surrender has been
waived as provided in Section 11.7, and (iv) Securities and Coupons of such series
for whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or




     (b) all Securities of such series and, in the case of (i) or of this subclause
(b) below, any Coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation (i) have become due and payable, or will become due and payable at
their Stated Maturity within one year, or (iii) if redeemable at the option of the
Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,


and the Company, in the case of subclauses (b)(i) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which
such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on
such Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation, including the principal of, and any premium or interest, if any, on such Securities
and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities which
have become due and payable) or to the Maturity thereof, as the case may be;





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




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



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



36









 





     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of each series under
Sections 3.5, 3.6, 4.3, 10.2 and 10.3, and with respect to any rights to convert or exchange such
Securities into securities of the Company or another issuer, shall survive such satisfaction and
discharge.



     Section 4.2 Defeasance and Covenant Defeasance.




     (1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the Securities
of or within a series under clause (2) of this Section 4.2 shall not be applicable with
respect to the Securities of such series or (ii) covenant defeasance of the Securities of or
within a series under clause (3) of this Section 4.2 shall not be applicable with respect to
the Securities of such series, then such provisions, together with the other provisions of
this Section 4.2 (with such modifications thereto as may be specified pursuant to Section
3.1 with respect to any Securities), shall be applicable to such Securities and any Coupons
appertaining thereto, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities and any Coupons appertaining thereto, elect to have Section
4.2(2) or Section 4.2(3) be applied to such Outstanding Securities and any Coupons
appertaining thereto upon compliance with the conditions set forth below in this Section
4.2.




     (2) Upon the Company’s exercise of the above option applicable to this Section 4.2(2)
with respect to any Securities of or within a series, the Company shall be deemed to have
been discharged from its obligations with respect to such Outstanding Securities and any
Coupons appertaining thereto on the date the conditions set forth in clause (4) of this
Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid
and discharged the entire Indebtedness represented by such Outstanding Securities and
any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only
for the purposes of clause (5) of this Section 4.2 and the other Sections of this Indenture
referred to in clauses (i) and below, and to have satisfied all of its other obligations
under such Securities and any Coupons appertaining thereto, and this Indenture insofar as
such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged hereunder: (i)
the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to
receive, solely from the trust fund described in clause (4) of this Section 4.2 and as more
fully set forth in such clause, payments in respect of the principal of (and premium, if
any) and interest, if any, on such Securities and any Coupons appertaining thereto when such
payments are due, and any rights of such Holder to convert such Securities into other
securities of the Company or exchange such Securities for securities another issuer, the
obligations of the Company and the Trustee with respect to such Securities under Sections
3.5, 3.6, 10.2 and 10.3, and with respect to any rights to



37









 







convert such Securities into
other securities of the Company or exchange such Securities for securities of another
issuer, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
this Section 4.2. The Company may exercise its option under this Section 4.2(2)
notwithstanding the prior exercise of its option under clause (3) of this Section 4.2 with
respect to such Securities and any Coupons appertaining thereto.




     (3) Upon the Company’s exercise of the option to have this Section 4.2(3) apply with
respect to any Securities of or within a series, the Company shall be released from its
obligations under Sections 10.4 and 10.5, and, to the extent specified pursuant to Section
3.1, any other covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto, on and after the date the conditions set
forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “covenant defeasance”),
and such Securities and any Coupons appertaining thereto shall thereafter be deemed to be
not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act
of Holders (and the consequences of any thereof) in connection with any such covenant, but
shall continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding Securities
and any Coupons appertaining thereto, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default under Section
5.1(4) or 5.1(7) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto shall be
unaffected thereby.




     (4) The following shall be the conditions to application of clause (2) or (3) of this
Section 4.2 to any Outstanding Securities of or within a series and any Coupons appertaining
thereto:




     (a) The Company shall irrevocably have deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of Section 6.8 who shall
agree to comply with the provisions of this Section 4.2 applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such
Securities and any Coupons appertaining thereto, (1) an amount in Dollars or in such
Foreign Currency in which such Securities and any Coupons appertaining thereto are
then specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities and Coupons appertaining thereto (determined on the
basis of the Currency in which such Securities and Coupons appertaining thereto are
then specified as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day



38









 







before the due date of any payment of principal of
(and premium, if any) and interest, if any, on such Securities and any Coupons
appertaining thereto, money in an amount, or (3) a combination thereof, in any case,
in an amount, sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized firm of
Independent Public Accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of
(and premium, if any) and interest, if any, on such Outstanding Securities and any
Coupons appertaining thereto at the Stated Maturity of such principal or installment
of principal or premium or interest and (z) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any Coupons
appertaining thereto on the days on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities and any Coupons
appertaining thereto; provided, that notwithstanding the foregoing, with
respect to any Securities which shall at the time be listed for trading on the New
York Stock Exchange, there shall be no deposit of funds in cash and/or in Government
Obligations with the Trustee to pay the principal amount, the redemption price or
any installment of interest in order to discharge the Company’s obligations in
respect of such payment if, at such time, the rules of the New York Stock Exchange
prohibit such deposit with the Trustee.




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




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




     (d) In the case of an election under clause (2) of this Section 4.2, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (i)
the Company has received from the U.S. Internal Revenue Service a letter ruling, or
there has been published by the U.S. Internal Revenue Service a Revenue Ruling, or
since the date of execution of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding Securities
and any Coupons appertaining thereto will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred.



39









 






     (e) In the case of an election under clause (3) of this Section 4.2, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Outstanding Securities and any Coupons appertaining thereto will
not recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.




     (f) The Company shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance under clause (2) or (3) of this Section 4.2 (as
the case may be) have been complied with.




     (g) Notwithstanding any other provisions of this Section 4.2(4), such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on
the Company in connection therewith pursuant to Section 3.1.




     (5) Unless otherwise specified in or pursuant to this Indenture or any Security, if,
after a deposit referred to in Section 4.2(4)(a) has been made, (a) the Holder of a Security
in respect of which such deposit was made is entitled to, and does, elect pursuant to
Section 3.1 or the terms of such Security to receive payment in a Currency other than that
in which the deposit pursuant to Section 4.2(4)(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness represented by such
Security and any Coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on, such Security as the same becomes due out of the
proceeds yielded by converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security into the
Currency in which such Security becomes payable as a result of such election or Conversion
Event based on (x) in the case of payments made pursuant to clause (a) above, the applicable
market exchange rate for such Currency in effect on the second Business Day prior to each
payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate
for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.



     The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for
purposes of this Section 4.2(5) and Section 4.3, the “Trustee”) against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited pursuant to this
Section 4.2 or the principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such Outstanding Securities and
any Coupons appertaining thereto.



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     Anything in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request, any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2
which, in the opinion of a nationally recognized firm of Independent Public Accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 4.2.



     Section 4.3 Application of Trust Money. Subject to the provisions of the last paragraph of
Section 10.3, all money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1
or 4.2 in respect of any Outstanding Securities of any series and any Coupons appertaining thereto
shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Securities and any Coupons appertaining thereto of all sums
due and to become due thereon in respect of principal (and premium, if any) and interest; but such
money and Government Obligations need not be segregated from other funds except to the extent
required by law.



     Section 4.4 Reinstatement.




     (1) If the Trustee or Paying Agent is unable to apply any money or Government
Obligations in accordance with Section 4.2(4) by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this Indenture and
the Securities of the applicable series issued
hereunder shall be revived and reinstated as though no deposit has occurred pursuant to
Section 4.2(4) until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Obligations in accordance with and as contemplated by Section 4.2(4).




     (2) If the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated in accordance with this
Section 4.4, the Company shall be permitted, at its discretion to withdraw all or a portion
of the deposits made by the Company pursuant to Section 4.2(4).




     (3) If the Company elects not to withdraw any of the deposits made by the Company
pursuant to Section 4.2(4), if and when the Trustee or Paying Agent is later permitted to
apply all such money or Government Obligations in accordance with and as contemplated by
Section 4.2(4), the rights of the Company shall be subrogated to the rights of the Holders
of the Securities of the applicable series to receive payments from the money or Government
Obligations deposited by the Company pursuant to Section 4.2(4) and held by the Trustee or
Paying Agent; provided that if the Company shall have made any payment of principal
or interest on the Securities of any series because of the



41









 







revival and reinstatement of its
obligations, which payment is not sourced from any amounts deposited by the Company pursuant
to Section 4.2(4) (such amount, in the aggregate, being referred to as the “Company Paid
Amount”), the Company shall be permitted, at its discretion, to withdraw all or a portion of
the deposits made by the Company pursuant to Section 4.2(4) up to the Company Paid Amount.



ARTICLE 5




REMEDIES




     Section 5.1 Events of Default. “Event of Default,” wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the
terms of such Series pursuant to this Indenture:




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




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




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




     (4) default in the performance, or breach, of any covenant or agreement of the Company
in this Indenture with respect to any Security of that series (other than a covenant or
agreement a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with and other than a covenant or agreement included in this Indenture
solely for the benefit of another series of Securities), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities as a single class (unless otherwise
provided with respect to Securities of any series pursuant to Section 3.1)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



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     (5) a court of competent jurisdiction enters an order or decree under any applicable
Bankruptcy Law that:




     (a) is for relief against the Company in an involuntary case; or




     (b) appoints a Custodian of the Company or for all or substantially all of the
property of the Company; or




     (c) orders the liquidation of the Company; and the order or decree remains
unstayed and in effect for 60 consecutive days. The term “Bankruptcy Law” means
title 11, 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 other
similar official under any Bankruptcy Law.




     (6) the commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization (other than a reorganization under a foreign law that
does not relate to insolvency) or other similar law or of a voluntary proceeding seeking to
be adjudicated insolvent or the consent by the Company to the entry of a decree or order for
relief in an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any insolvency proceedings
against it, or the filing by the Company of a petition or
answer or consent seeking reorganization, arrangement, adjustment or composition of the
Company or relief under any applicable law, or the consent by the Company to the filing of
such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any substantial part of
the property of the Company or the making by the Company of an assignment for the benefit of
creditors, or the taking of corporate action by the Company in furtherance of any such
action or the admitting in writing by the Company of its inability to pay its debts
generally as they become due; or




     (7) any other Event of Default provided in or pursuant to this Indenture with respect
to Securities of such series.



     Section 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default
with respect to Securities of any series at the time Outstanding (other than an Event of Default
specified in clause (5) or (6) of Section 5.1) occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser amount as may be
provided for in the Securities of such series, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration
such principal or such lesser amount shall become immediately due and payable.



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     If an Event of Default specified in clause (5) or (6) of Section 5.1 occurs, all unpaid
principal of and accrued interest on the Outstanding Securities of that series (or such lesser
amount as may be provided for in the Securities of such series) 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 of any Security of that series.



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




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




     (a) all overdue installments of any interest on all Securities of such series
and any Coupon appertaining thereto,




     (b) the principal of and any premium on any Securities of such series which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates borne by or provided for in such Securities,




     (c) to the extent that payment of such interest is lawful, interest upon
overdue installments of any interest at the rate or rates borne by or provided for
in such Securities, and




     (d) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due the Trustee under Section 6.7; and




     (2) all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, or any premium and interest, if any, on Securities of such
series which shall have become due solely by such declaration of acceleration, shall have
been cured or waived as provided in Section 5.13.



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



     Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if a



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     (1) default is made in the payment of any installment of interest on any Security or
any Coupon appertaining thereto when such interest shall have become due and payable and
such default continues for a period of 30 days, or




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


the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities and any Coupons appertaining thereto, the whole amount of money then due and
payable with respect to such Securities and any Coupons appertaining thereto, with interest upon
the overdue principal, any premium and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, and in addition thereto, such
further amount of money as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due to the Trustee under Section 6.7.




     If the Company shall fail to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money so
due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and any
Coupons appertaining thereto and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor upon such Securities
and any Coupons appertaining thereto, wherever situated. Every recovery of judgment in any such
action or other proceeding subject to the payment of the expenses, disbursements and compensation
of the Trustee, its agents and attorneys, shall be for the ratable benefit of the Holders of such
Securities that shall be the subject of such action or proceeding.



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series and any Coupons appertaining thereto 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 such
Securities or in aid of the exercise of any power granted herein or therein, or to enforce any
other proper remedy.



     Section 5.4 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 of any series
or the property of the Company or such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of any overdue principal, premium or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,



45









 






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




     (2) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and any other amounts due the Trustee under Section 6.7.



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



     Section 5.5 Trustee May Enforce Claims without Possession of Securities or Coupons. All
rights of action and claims under this Indenture or any of the Securities or Coupons may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or Coupons
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or
judgment, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and
every Holder of the Securities or Coupons in respect of which such judgment has been recovered.



     Section 5.6 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 any premium or interest,
upon presentation of the Securities or Coupons, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid:




     (1) to the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.7;



46









 






     (2) to the payment of the amounts then due and unpaid upon the Securities and any
Coupons for principal and any premium and interest, ratably, without preference or priority
of any kind, according to the aggregate amounts due and payable on such Securities and
Coupons for principal and any premium and interest, respectively;




     (3) the balance, if any, to the Company or as a court of competent jurisdiction shall
direct in writing.



     Section 5.7 Limitations on Suits. No Holder of any Security of any series or any Coupons
appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless




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




     (2) the Holders of a majority in principal amount outstanding of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee
hereunder;




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




     (4) the Trustee for 30 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 30-day period by the Holders of a majority in principal amount of the
Outstanding Securities of such series; it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture or any Security to affect, disturb or prejudice the rights
of any other such Holders or Holders of Securities of any other series, or to obtain or to
seek to obtain priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all such Holders.



     Section 5.8 Unconditional Right of Holders to Receive Principal and any Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security or
Coupon shall have the right, which is absolute and unconditional, to receive payment of the
principal of, any premium and (subject to Sections 3.7 and 3.10) interest on such Security or



47









 







payment of such Coupon, as the case may be, on the respective Stated Maturity or Maturities
therefor specified in such Security or Coupon (or, in the case of redemption, on the Redemption
Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such Holder.



     Section 5.9 Restoration of Rights and Remedies. If the Trustee or any Holder of a Security
or a Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and
such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case the Company, the Trustee and each
such Holder shall, subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had been instituted.



     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to each and every Holder of a Security or a Coupon is intended to be exclusive of any other
right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative
and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Security or Coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
any Holder of a Security or a Coupon may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by such Holder, as the case may be.



     Section 5.12 Control by Holders of Securities. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such series and any
Coupons appertaining thereto, provided that




     (1) such direction shall not be in conflict with any rule of law or with this Indenture
or with the Securities of such series,




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



48









 






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



     Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities
of such series and any Coupons appertaining thereto may waive any past default hereunder with
respect to such series and its consequences, except a default




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




     (2) in respect of a covenant or provision hereof which under Article 9 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 5.14 Waiver of Usury, Stay or Extension Laws. The Company covenants that (to the
extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company expressly waives (to the extent that it may lawfully do so) all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



     Section 5.15 Undertaking for Costs. All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on any Security on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, and, in the case of repayment, on or after the date for repayment) or for the
enforcement of the right, if any, to convert or exchange any Security into other securities in
accordance with its terms.



49









 





ARTICLE 6




THE TRUSTEE




     Section 6.1 Certain Duties and Responsibilities.




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




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




     (b) in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to
the requirements of this Indenture.




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




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




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




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




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



50









 






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



     Section 6.2 Certain Rights of Trustee. Subject to Sections 315(a) through 315(d) of the
Trust Indenture Act:




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




     (2) Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any Security,
together with any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 3.3 which shall be sufficiently evidenced
as provided therein) and any resolution of the Board of Managers may be sufficiently
evidenced by a Board Resolution.




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




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




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




     (6) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or



51









 







investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney.




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




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




     (9) The Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities of any series unless either (1) such default or Event of
Default is actually known by a Responsible Officer of the Trustee or (2) written
notice of such default or Event of Default 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 and this Indenture.




     (10) The Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.




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




     (12) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder (other than in its capacity
as a Holder), and each agent, custodian and other Person employed to act hereunder.




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



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     Section 6.3 Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to Section 7.3(3), notice
of such default hereunder actually known to a Responsible Officer of the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any), or interest, if any, on,
or any sinking fund or purchase fund installment with respect to, any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series; and provided, further, that in the case of
any default of the character specified in Section 5.1(4) with respect to Securities of such series,
no such notice to Holders shall be given until such default shall have become an Event of Default
with respect to Securities of such series. For the purpose of Sections 6.1 and 6.2, the term
“default” means any event that is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.



     Section 6.4 Not Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, and in
any Coupons shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or
Coupons, except that the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities
or the proceeds thereof.



     Section 6.5 May Hold Securities. The Trustee, any Paying Agent, Security Registrar,
Authenticating Agent or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and Coupons and, subject to Trust Indenture Act
Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent.



     Section 6.6 Money Held in Trust. Except as provided in Section 4.3 and Section 10.3, money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law and shall be held uninvested. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed to in writing with the Company.



     Section 6.7 Compensation and Reimbursement. The Company agrees:




     (1) to pay to the Trustee from time to time such compensation for all services rendered
by it hereunder as the Company and the Trustee shall from time to time agree in



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writing
(which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust).




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including reasonable
compensation and the expenses, advances and disbursements of its agents and counsel), except
any such expense, disbursement or advance as shall be determined to have been caused by its
own negligence or willful misconduct.




     (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, claim, damage, liability or expense, including taxes, incurred
without negligence or willful misconduct on its own part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs
and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent that
any such loss, liability, claim, damage or expense shall be determined to have been caused
by the Trustee’s own negligence or willful misconduct.



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



     To the extent permitted by law, any compensation or expense incurred by the Trustee in
connection with a default specified in or pursuant to Section 5.1 is intended to constitute an
expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for
purposes of this Section 6.7 shall include any predecessor Trustee but the negligence or bad faith
of any Trustee shall not affect the rights of any other Trustee under this Section 6.7.



     The provisions of this Section 6.7 shall survive the satisfaction, termination or discharge of
this Indenture or the earlier resignation or removal of the Trustee and shall apply with equal
force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security
Registrar.



     Section 6.8 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee
hereunder that is a Corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, that is eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture
Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. If at any time the Trustee shall cease to



54









 







be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. Also, if the Trustee has or shall acquire a conflicting
interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of the Trust
Indenture Act is amended any time after the date of this Indenture to change the circumstances
under which a Trustee shall be deemed to have a conflicting interest with respect to the Securities
of any series or to change any of the definitions in connection therewith, this Section 6.8 shall
be automatically amended to incorporate such changes.



     Section 6.9 Resignation and Removal; Appointment of Successor.




     (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 6.10.




     (2) The Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee with respect to such series.




     (3) The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and the Company. If the instrument of acceptance by a
successor Trustee required by Section 6.10 shall not have been delivered to the Trustee
within 30 days after the Act of the Holders removing the Trustee, the removed Trustee may
petition at the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.




     (4) If at any time:




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




     (b) the Trustee shall cease to be eligible under Section 6.8 and shall fail to
resign after written request therefor by the Company or any such Holder, or



55









 






     (c) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company, by or pursuant to a Board
Resolution, may remove the Trustee with respect to all Securities or the Securities
of such series, or subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor Trustee
or Trustees.




     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the Securities of such series (it
being understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.10. If, within one year after such resignation,
removal or incapacity, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable requirements of Section
6.10, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed within three
months after such appointment might have been made hereunder by the Company or the Holders
of Securities and accepted appointment in the manner required by Section 6.10, any Holder of
a Security who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.




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



56









 






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



     Section 6.10 Acceptance of Appointment by Successor.




     (1) Upon the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of
the Company or such successor Trustee or the Holders of at least 10% in principal amount of
the applicable series of Securities then Outstanding, such retiring Trustee, upon payment of
its charges, shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.3,
shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided
for in Section 6.7.




     (2) Upon the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee and such
successor Trustee shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same trust,
that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act or failure
to act on the part of any other Trustee hereunder, and, upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of the duties
and obligations vested in the Trustee under this Indenture with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates other than
as hereinafter expressly set forth, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the



57









 







rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges with respect to the
Securities of that or those series to which the appointment of such successor Trustee
relates and subject to Section 10.3 shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, subject to its
claim, if any, provided for in Section 6.7.




     (3) Upon request of any Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or
(2) of this Section, as the case may be.




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



     Section 6.11 Merger, Conversion, Consolidation or Succession to Business. Any Corporation
into which, the Trustee may be merged or converted or with which it may be consolidated, or any
Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, shall be the successor of the Trustee hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided, that such
Corporation shall be otherwise qualified and eligible under this Section. In case any Securities
shall have been authenticated but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.



     Section 6.12 Appointment of Authenticating Agent. The Trustee may appoint one or more
Authenticating Agents acceptable to the Company with respect to one or more series of Securities,
and which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer, partial redemption or
partial repayment or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.



     Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a corporation that would be permitted by the
Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act,



58









 







is authorized under applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.



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



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



     The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 6.7.



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



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



59









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

     as Trustee
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	as Authenticating Agent






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



     Section 6.13 Appointment of Attorney-in-Fact. The Trustee for each series of Securities is
hereby appointed, and each and every Holder of Securities of such series, by
receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the
true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the
Company shall be in default in respect of the payment of the principal of, or premium or interest,
if any, on any of the Securities of such series), in its own name as trustee of an express trust or
otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy,
reorganization, or other judicial proceedings relative to the Company or any other obligor upon
such Securities or to their respective creditors or property, any and all claims, proofs of claim,
proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as
may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such
Securities allowed in any such proceeding and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to execute and deliver any and all other papers and
documents and to do and perform any and all other acts and things, as it may deem necessary or
advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any
of such holders in respect of any of the Securities of such series; and any receiver, assignee,
custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every
Holder of the Securities of such series, by receiving and holding the same, shall be conclusively
deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any
such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee
shall consent to the making of such payments or deliveries directly to the Holders of the
Securities of such series, to pay to such Trustee any amount due it for compensation and expenses,
including counsel fees and expenses, incurred by it down to the date of such payment or delivery;
provided, however, that nothing herein contained shall be deemed to authorize or
empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of
such series, any plan of reorganization or readjustment of the Company affecting the Securities of
such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in
respect of the claim of any Holder of any Securities of such series in any such proceedings.



60









 





ARTICLE 7




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 




     Section 7.1 Company to Furnish Trustee Names and Addresses of Holders. In accordance with
Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to
the Trustee




     (1) semi-annually with respect to Securities of each series not later than May 1 and
November 1 of the year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in each case in
such form as the Trustee may reasonably require, of the names and addresses of Holders as of
the applicable date, and




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


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




     Section 7.2 Preservation of Information; Communications to Holders. The Trustee shall
comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.



     Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.



     Section 7.3 Reports by Trustee.




     (1) Within 60 days after September 15 of each year commencing with the first September
15 following the first issuance of Securities pursuant to Section 3.1, if required by
Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section
313(c) of the Trust Indenture Act, a brief report dated as of such September 15 with respect
to any of the events specified in said Section 313(a) which may have occurred since the
later of the immediately preceding September 15 and the date of this Indenture.



61









 






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




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



     Section 7.4 Reports by Company. The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:




     (1) file with the Trustee, within 30 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company is not required
to file information, documents or reports pursuant to either of said Sections, then it shall
file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such rules and
regulations;




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




     (3) transmit to the Holders of Securities within 30 days after the filing thereof with
the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required to be filed
by the Company, pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.



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



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ARTICLE 8




CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES 




     Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. The Company shall not
consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the
Company), or convey, transfer or lease its properties and assets as an entirety or substantially as
an entirety to any other Person (whether or not affiliated with the Company), and the Company shall
not permit any other Person (whether or not affiliated with the Company) to consolidate or
amalgamate with or merge into the Company or convey, transfer or lease its properties and assets as
an entirety or substantially as an entirety to the Company; unless:




     (1) either the Company shall be the continuing corporation, or the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer the properties and assets
of the Company substantially as an entirety shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest, if any, on all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no default or Event of Default
shall have happened and be continuing; and




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



     For the purpose of this Section 8.1, the term “default” means any event that is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of
such series.



     Section 8.2 Successor Person Substituted for Company. Upon any consolidation or
amalgamation by the Company with or merger of the Company into any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 8.1, the successor Person formed by such consolidation or
amalgamation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be
released from all obligations and covenants under this Indenture, the Securities and the Coupons.



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ARTICLE 9




SUPPLEMENTAL INDENTURES




     Section 9.1 Supplemental Indentures without Consent of Holders. Except as otherwise
contemplated by Section 3.1 with respect to Securities of any Series, without the consent of any
Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board
Resolution) and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, for any of the following purposes:




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




     (2) to add to the covenants and agreements of the Company for the benefit of the
Holders of all or any series of Securities (as shall be specified in such supplemental
indenture or indentures) or to surrender any right or power herein conferred upon the
Company; or




     (3) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on
the payment of principal of, any premium or interest on, Securities, to permit Bearer
Securities to be issued in exchange for Registered Securities, to permit Bearer Securities
to be exchanged for Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided any such
action shall not adversely affect the interests of the Holders of Outstanding Securities of
any series or any Coupons appertaining thereto in any material respect; or




     (4) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.10; or




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



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     (6) to establish the form or terms of Securities of any series and any related Coupons
as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to
Securities convertible into or exchangeable for any securities of any Person (including the
Company); or




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




     (8) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article 4, provided that any such action shall not
adversely affect the interests of any Holder of an Outstanding Security of such series and
any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material
respect; or




     (9) to secure payment on the Securities; or




     (10) to amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially adversely
affect the interests of the Holders of any Securities then Outstanding.



     Section 9.2 Supplemental Indentures with Consent of Holders. With the consent of the
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of
each series affected by such supplemental indenture, by Act of said Holders delivered to the
Company and the Trustee, the Company (when authorized by or pursuant to a Company’s Board
Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of each Holder of each Outstanding
Security affected thereby, shall:




     (1) extend the Stated Maturity of the principal of, or any premium or installment of
interest on, any Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon, or any premium payable upon the redemption
thereof or otherwise, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2 or the amount thereof provable in bankruptcy pursuant to
Section 5.4, change the redemption provisions or adversely affect the right of repayment at
the option of any Holder as contemplated by Article 13, or change the Place of Payment,
Currency in which the principal of, any premium or interest on, any Security is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or



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after the Redemption Date or,
in the case of repayment at the option of the Holder, on or after the date for repayment),
or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 15.4 for quorum or voting, or




     (3) modify any of the provisions of this Section, Section 5.13 or Section 10.6, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, or




     (4) make any change that adversely affects the right to convert or exchange any
Security into or for securities of the Company or other securities, (whether or not issued
by the Company) cash or property in accordance with its terms.



     In computing whether the Holders of the requisite principal amount of Outstanding Securities
have taken action under this Indenture or under a supplemental indenture hereto, the Company shall
use: (i) for an Original Issue Discount security, the amount of the principal that would be due
and payable as of that date, as if the Maturity of such Security had been accelerated due to a
default; and for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent
of the outstanding principal amount as of that date, using the exchange rate in effect on the date
of original issuance of such Security.



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



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



     Any consent given by any Holder of a Security under this Section 9.2 shall be irrevocable for
a period of six months after the day of execution thereof, but may be revoked at any time
thereafter by such Holder or by his successor in title by filing written notice of such revocation
with the Trustee at its corporate trust office; provided, however, that such
consent shall not be



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revocable after the holders of not less than a majority in aggregate principal
amount of the Securities of the series of which such Security is a part at the time Outstanding
shall have consented to such supplemental indenture. No notation on any Security of the fact of
such consent shall be necessary, but any such written consent by the Holder of any Security shall
be conclusive and binding on all future Holders and owners of the same Security and of all
Securities delivered in exchange therefor, unless revoked in the manner and during the period
provided in this Section 9.2.



     Section 9.3 Execution of Supplemental Indentures. As a condition to executing, or
accepting the additional trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trust created by this Indenture, the Trustee shall be given, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel and Officers’ Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise is not reasonably acceptable to the Trustee.



     Section 9.4 Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a
Security theretofore or thereafter authenticated and delivered hereunder and of any Coupon
appertaining thereto shall be bound thereby.



     Section 9.5 Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series in
equal aggregate principal amounts, and such exchange shall be made without cost to the Holders.



     Section 9.6 Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.



     Section 9.7 Notice of Supplemental Indenture. Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall transmit
to the Holders of Outstanding Securities of any series affected thereby a notice setting forth in
general terms the substance of such supplemental indenture. Failure to send such notice will not
impair the validity of such supplemental indenture.



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ARTICLE 10




COVENANTS




     Section 10.1 Payment of Principal, any Premium, Interest. The Company covenants and agrees
for the benefit of the Holders of the Securities of each series that it will duly and punctually
pay the principal of, and any premium or interest, if any, on the Securities of such series in
accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any
interest due on any Bearer Security on or before the Maturity thereof, shall be payable only upon
presentation and surrender of the Coupons appertaining thereto for such interest as they severally
mature. When and as paid, all Securities of such series shall be cancelled and destroyed in
accordance with the Section 3.9 hereof.



     Section 10.2 Maintenance of Office or Agency. The Company shall maintain in each Place of
Payment for any series of Securities an Office or Agency where Securities of such series
(but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment, where Securities of
such series may be surrendered for registration of transfer or exchange, where Securities of such
series that are convertible or exchangeable may be surrendered for conversion or exchange, and
where notices and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable
thereto, an Office or Agency in a Place of Payment for such series which is located outside the
United States where Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or
any other required city located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such Office or Agency. If at
any time the Company shall fail to maintain any such required Office or Agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities
of such series and any Coupons appertaining thereto may be presented and surrendered for payment at
the place specified for the purpose with respect to such Securities as provided in or pursuant to
this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.



     Except as otherwise provided in or pursuant to this Indenture, no payment of principal,
premium or interest with respect to Bearer Securities shall be made at any Office or Agency in the
United States or by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if amounts
owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of,
any premium or interest on, any such Security may be made at the Corporate Trust Office of the
Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The



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City of
New York, if (but only if) payment of the full amount of such principal, premium or interest at all
offices outside the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions, and the Company has delivered to the Trustee an opinion of counsel to that effect.



     The Company may also from time to time designate one or more other Offices or Agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an Office or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other Office or Agency. Unless otherwise
provided in or pursuant to this Indenture, the Company hereby designates as the Place
of Payment for each series of Securities the Borough of Manhattan, The City of New York, and
initially appoint the Corporate Trust Office of the Trustee as the Office or Agency of the Company
in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently
appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the
Securities of any series.



     Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or may be payable in
a Foreign Currency, or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent.



     Section 10.3 Money for Securities Payments to Be Held in Trust. If the Company shall at
any time act as its own Paying Agent, with respect to any series of Securities, it shall, on or
before each due date of the principal of, any premium or interest on, any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the
currency or currencies, currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for
the Securities of such series) sufficient to pay the principal or any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
shall, no later than 11:00 am on or prior to each due date of the principal of, any premium or
interest on, any Securities of such series, deposit with any Paying Agent a sum (in the currency or
currencies, currency unit or units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal or any premium or interest so becoming due, such sum to
be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



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




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




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




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



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



     Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any
premium or interest on, any Security of any series or any Coupon appertaining thereto and remaining
unclaimed for two years after such principal or any such premium or interest shall have become due
and payable shall be paid to the Company on Company Request, or (if then held by the Company),
unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, shall be discharged from such trust; and the Holder of such Security or any Coupon
appertaining thereto 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 each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor shall it be later than two years after such principal and any premium or
interest shall have become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company.



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     Section 10.4 Existence. Subject to Article 8, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence as a limited liability
company and that of each of its Subsidiaries and its rights (charter and statutory) and franchises;
provided, however, that the foregoing shall not obligate the Company or any of its
Subsidiaries to preserve any such right or franchise if the Company or any such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of its business or
the business of such Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.



     Section 10.5 Waiver of Certain Covenants. Anything in this Indenture to the contrary
notwithstanding, the Company may fail or omit in any particular instance to comply with a covenant
or condition set forth herein with respect to the Securities of any series if, prior to the time of
such failure or omission, the Holders of at least a majority in principal amount of the Outstanding
Securities of such series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect. The Company shall obtain and file with the
Trustee, before or after the time for such compliance, evidence of the consent of such Holders.



     Section 10.6 Company Statement as to Compliance; Notice of Certain Defaults.




     (1) The Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement (which need not be contained in or accompanied by an
Officers’ Certificate) signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company, stating that




     (a) a review of the activities of the Company during such year and of its
performance under this Indenture has been made under his or her supervision, and




     (b) to the best of his or her knowledge, based on such review, (a) the Company
has complied with all the conditions and covenants imposed on it under this
Indenture throughout such year, or, if there has been a default in the fulfillment
of any such condition or covenant or agreement, specifying each such default known
to him or her and the nature and status thereof, and (b) no event has occurred and
is continuing which is, or after notice or lapse of time or both would become, an
Event of Default, or, if such an event has occurred and is continuing, specifying
each such event known to him and the nature and status thereof.



71









 






     (2) The Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any Event of Default or any event which after notice or lapse of
time or both would become an Event of Default pursuant to clause (4) of Section 5.1.




     (3) The Trustee shall have no duty to monitor the Company’s compliance with the
covenants contained in this Article 10 other than as specifically set forth in this Section
10.7.



ARTICLE 11




REDEMPTION OF SECURITIES




     Section 11.1 Applicability of Article. Redemption of Securities of any series at the
option of the Company as permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.



     Section 11.2 Election to Redeem; Notice to Trustee. The election of the Company to redeem
any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption
at the election of the Company of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or formula, Stated Maturity
and other terms, the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be redeemed.



     Section 11.3 Selection by Trustee of Securities to be Redeemed. If less than all of the
Securities of any series with the same issue date, interest rate or formula, Stated Maturity and
other terms are to be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such
series not previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions of the principal
amount of Registered Securities of such series; provided, however, that no such
partial redemption shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of such series
established herein or pursuant hereto.



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



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to



72









 







be redeemed only in part, to the portion of the principal of such Securities which has been or is
to be redeemed.



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



     Section 11.4 Notice of Redemption. Notice of redemption shall be given in the manner
provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities
to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of
any Registered Securities designated for redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings far the redemption of
any other Securities or portion thereof.



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



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




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




     (4) in case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender of such
Security, the Holder of such Security will receive, without charge, a new Security or
Securities of authorized denominations for the principal amount thereof remaining
unredeemed,



73









 






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




     (6) the place or places where such Securities, together (in the case of Bearer
Securities) with all Coupons appertaining thereto, if any, maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price and any accrued interest,




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




     (8) that, unless otherwise specified in such notice, Bearer Securities of any series,
if any, surrendered for redemption must be accompanied by all Coupons maturing subsequent to
the date fixed for redemption or the amount of any such missing Coupon or Coupons will be
deducted from the Redemption Price, unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished,




     (9) if Bearer Securities of any series are to be redeemed and no Registered Securities
of such series are to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on the Redemption Date pursuant to Section
3.5 or otherwise, the last date, as determined by the Company, on which such exchanges may
be made,




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




     (11) the CUSIP number or the Euroclear or Cedel reference numbers of such Securities,
if any (or any other numbers used by a Depository to identify such Securities).



     A notice of redemption published as contemplated by Section 1.6 need not identify particular
Registered Securities to be redeemed.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company; provided, in the latter case, the Trustee shall be given at least 5 days prior
notice of the requested date of the giving of such.



     Section 11.5 Deposit of Redemption Price. On or prior to any Redemption Date, the Company
shall deposit, with respect to the Securities of any series called for redemption



74









 







pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money in the
applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in the
Securities of such series) any accrued interest on, all such Securities or portions thereof which
are to be redeemed on that date.



     Section 11.6 Securities Payable on Redemption Date. Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest and the Coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice, together with all
Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest to the Redemption
Date; provided, however, that, except as otherwise provided in or pursuant to this
Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation
and surrender of Coupons for such interest (at an Office or Agency located outside the United
States except as otherwise provided in Section 10.2), and provided, further, that,
except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such
series, installments of interest on Registered Securities whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.



     If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that any interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such Security located
outside of the United States except as otherwise provided in Section 10.2.



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



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     Section 11.7 Securities Redeemed in Part. Any Registered Security which is to be redeemed
only in part shall be surrendered at any Office or Agency for such Security (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Registered Security or
Securities of the same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so surrendered. If a Security in global
form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver
to the U.S. Depository or other Depository for such Security in global form as shall be specified
in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so surrendered.



     Section 11.8 Cancellation and Destruction of Securities. All Securities redeemed and paid
pursuant to the provisions of this Article 11 shall be disposed of, as provided in Section 3.9,
and, except in the case of partial redemption of any Security, no Security shall be issued under
this Indenture in lieu thereof.



ARTICLE 12




SINKING FUNDS




     Section 12.1 Applicability of Article. The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued pursuant to this
Indenture.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of such 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 12.2.
Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series and this Indenture.



     Section 12.2 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 (other than any of such Securities previously called for redemption or any of such
Securities in respect of which cash shall have been
released to the Company), together in the case
of any Bearer Securities of such series with all unmatured Coupons appertaining thereto, and (2)
apply as a credit Securities of such series which have been



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redeemed either at the election of the
Company pursuant to the terms of such series of Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, provided that such
series of Securities have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If, as a result of the delivery or credit of Securities of any series in
lieu of cash payments pursuant to this Section 12.2, the principal amount of Securities of such
series to be redeemed in order to satisfy the remaining sinking fund payment shall be less than
$100,000, the Trustee need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the
next succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall at the request of the Company
from time to time pay over and deliver to the Company any cash payment so being held by the Trustee
or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series
purchased by the Company having an unpaid principal amount equal to the cash payment requested to
be released to the Company.



     Section 12.3 Redemption of Securities for Sinking Fund. Not less than 75 days prior to
each sinking fund payment date for any series of Securities, the Company shall 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 12.2, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If
such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 60 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 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 11.4. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.



ARTICLE 13




REPAYMENT AT THE OPTION OF HOLDERS




     Section 13.1 Applicability of Article. Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before their Stated
Maturity, for purposes of Section 3.9, shall not operate as a payment, redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section 13.1, in



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connection
with any repayment of Securities, the Company may arrange for the purchase of any Securities by an
agreement with one or more investment bankers or other purchasers to purchase such Securities by
paying to the Holders of such Securities on or before the close of business on the repayment date
an amount not less than the repayment price payable by the Company on repayment of such Securities,
and the obligation of the Company to pay the repayment price of such Securities shall be satisfied
and discharged to the extent such payment is so paid by such purchasers.



ARTICLE 14




SECURITIES IN FOREIGN CURRENCIES




     Section 14.1 Applicability of Article. Whenever this Indenture provides for any action by,
or the determination of any of the rights of, Holders of Securities of any series in which not all
of such Securities are denominated in the same Currency, or any distribution to Holders of
Securities, in the absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in respect of any
Security denominated in a Currency other than Dollars shall be treated for any such action or
distribution as that amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered Securities of such series
(if any) for such action, determination of rights or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written notice to the
Trustee.



ARTICLE 15




MEETINGS OF HOLDERS OF SECURITIES




     Section 15.1 Purposes for Which Meetings May Be Called. A meeting of Holders of Securities
of any series may be called at any time and from time to time pursuant to this Article, to make,
give or take any request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture or under applicable law, to be made, given or taken by Holders of
Securities of such series.



     Section 15.2 Call, Notice and Place of Meetings.




     (1) The Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 15.1, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or, if Securities of such series have been
issued in whole or in part as Bearer Securities, in London or in such place outside the
United States as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given, in the



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manner
provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for
the meeting.




     (2) In case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 10% in principal amount of the Outstanding Securities of any series or
all series shall have requested the Trustee to call a meeting of the Holders of Securities
of such series or all series, respectively, for any purpose specified in Section 15.1, by
written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of or made the first
publication of the notice of such meeting within 21 days after receipt of such request
(whichever shall be required pursuant to Section 1.6) or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or, if Securities
of such series are to be issued as Bearer Securities, in London for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.



     Section 15.3 Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting
of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel, and any representatives of the Company and its
counsel.



     Section 15.4 Quorum; Action. The Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of the relevant series shall constitute a quorum for
any meeting of Holders of Securities of such series. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any reconvened meeting, such reconvened
meeting may be further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 15.2(1), except that
such notice need be given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.



     Except as limited by the proviso to Section 9.2, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding



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Securities
of that series; provided, however, that, except as limited by the proviso to
Section 9.2, any resolution with respect to any request, demand, authorization, direction, notice,
consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
such specified percentage in principal amount of the Outstanding Securities of such series.



     Except as limited by the proviso to Section 9.2, any resolution passed or decision taken at
any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the Coupons appertaining thereto,
whether or not such Holders were present or represented at the meeting.



     Section 15.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of
such series in regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1.4 and the appointment of
any proxy shall be proved in the manner specified in Section 1.4 or by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 1.4 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.




     (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of
Securities as provided in Section 15.2(2), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting.




     (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of Securities of such series held or
represented by him or such other amount established pursuant to Section 3.1;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not



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Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.




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



     Section 15.6 Counting Votes and Recording Action of Meetings. The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities
of such series held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was given as
provided in Section 15.2 and, if applicable, Section 15.4. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.



     Section 15.7 Preservation of Rights of Trustee and Holders. Nothing contained in this
Article 15 shall be deemed or construed to authorize or permit, by reason of any call of a meeting
of Holders of any or all series or any rights expressly or impliedly conferred hereunder to make
such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved
to the Trustee or to the Holders of any or all series under any of the provisions of this Indenture
or of such series of Securities.



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



	 	 	 	 	 
	 	CIT GROUP FUNDING COMPANY OF DELAWARE LLC

 	 
	 	By:  	/s/ Glenn A. Votek
 	 
	 	 	Name:  	Glenn A. Votek 	 
	 	 	Title:  	President and Treasurer 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

     as Trustee

 	 
	 	By:  	/s/ Irene Siegel
 	 
	 	 	Name:  	Irene Siegel 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	               /s/ Eileen M. Hughes
 	 
	 	 	Name:  	Eileen M. Hughes 	 
	 	 	Title:  	Director 	 
	 




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