exv4w6






Exhibit 4.6




DOLLAR FINANCIAL CORP.




INDENTURE



Dated as of



                    , 2009



DEBT SECURITIES



 








Trustee



 









 





     INDENTURE
dated as of _______ ,  20 ___ , among Dollar Financial Corp., a
Delaware corporation (the “Company”), and                     , as trustee (the “Trustee”).



WITNESSETH:




     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the
“Securities”) in an aggregate principal amount of up to                      to be issued from time to
time in one or more series as provided in this Indenture; and



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     That, in consideration of the premises and the purchase of the Securities by the Holders
thereof for the equal and proportionate benefit of all of the present and future Holders of the
Securities, each party agrees and covenants as follows:



ARTICLE I




DEFINITIONS 



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



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



     (b) all terms used herein without definition which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein; and



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



     (d) References to “Article” or “Section” or other subdivision herein are references to an
Article, Section or other subdivision of the Indenture, unless the context otherwise requires.



     Section 1.01 Definitions.




     (a) Unless otherwise defined in this Indenture or the context otherwise requires, all
terms used herein shall have the meanings assigned to them in the Trust Indenture Act.




     (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b)
shall for all purposes of this Indenture have the meanings hereinafter set forth, the
following definitions to be equally applicable to both the singular and the plural forms of
any of the terms herein defined:



Affiliate:




     The term “Affiliate,” with respect to any specified Person shall mean any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified



 









 




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




Authenticating Agent:




     The term “Authenticating Agent” shall have the meaning assigned to it in Section 11.09.



Board of Directors:




     The term “Board of Directors” shall mean either the board of directors of the Company or the
executive or any other committee of that board duly authorized to act in respect hereof.



Board Resolution:




     The term “Board Resolution” shall mean a copy of a resolution or resolutions certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of
Directors (or by a committee of the Board of Directors to the extent that any such other committee
has been authorized by the Board of Directors to establish or approve the matters contemplated) and
to be in full force and effect on the date of such certification and delivered to the Trustee.



Business Day:




     The term “Business Day,” when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law or executive order to close.



Capital Stock:




     The term “Capital Stock” shall mean:




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




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




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




     (d) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.



Code:




     The term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the date hereof.



Company:









 









 








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



Company Order:




     The term “Company Order” shall mean a written order signed in the name of the Company by the
Chairman, Chief Executive Officer, President, Chief Financial Officer, any Vice President,
Treasurer, any Assistant Treasurer, Controller, Assistant Controller, Secretary or any Assistant
Secretary of the Company, and delivered to the Trustee.



Corporate Trust Office:




     The term “Corporate Trust Office,” or other similar term, shall mean the principal office of
the Trustee at which at any particular time its corporate trust business shall be administered,
which office at the date hereof is located at                                         , or such other address as the
Trustee may designate from time to time by notice to the Holders and the Company, or the principal
corporate trust officer of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).



Currency:




     The term “Currency” shall mean U.S. Dollars or Foreign Currency.



Default:




     The term “Default” shall have the meaning assigned to it in Section 11.03.



Defaulted Interest:



     The term “Defaulted Interest” shall have the same meaning assigned to it in Section 3.08(b).



Depositary:




     The term “Depositary” shall mean, with respect to the Securities of any series issuable in
whole or in part in the form of one or more Global Securities, the Person designated as Depositary
by the Company pursuant to Section 3.01 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than one
such Person, “Depositary” as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series.



Designated Currency:




     The term “Designated Currency” shall have the same meaning assigned to it in Section 3.12.



Discharged:




     The term “Discharged” shall have the meaning assigned to it in Section 12.03.



Event of Default:









 









 








     The term “Event of Default” shall have the meaning specified in Section 7.01.



Exchange Act:




     The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



Exchange Rate:




     The term “Exchange Rate” shall have the meaning assigned to it in Section 7.01.



Floating Rate Security:




     The term “Floating Rate Security” shall mean a Security that provides for the payment of
interest at a variable rate determined periodically by reference to an interest rate index
specified pursuant to Section 3.01.



Foreign Currency:




     The term “Foreign Currency” shall mean a currency issued by the government of any country
other than the United States or a composite currency, the value of which is determined by reference
to the values of the currencies of any group of countries.



GAAP:




     The term “GAAP,” with respect to any computation required or permitted hereunder, shall mean
generally accepted accounting principles in effect in the United States as in effect from time to
time, including, without limitation, those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the accounting profession.



Global Security:




     The term “Global Security” shall mean any Security that evidences all or part of a series of
Securities, issued in fully-registered certificated form to the Depositary for such series in
accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).



Holder; Holder of Securities:




     The terms “Holder” and “Holder of Securities” are defined under “Securityholder; Holder of
Securities; Holder.”



Indebtedness:




     The term “Indebtedness” shall mean any and all obligations of a Person for money borrowed
which, in accordance with GAAP, would be reflected on the balance sheet of such Person as a
liability on the date as of which Indebtedness is to be determined.



Indenture:




     The term “Indenture” or “this Indenture” shall mean this instrument and all indentures
supplemental hereto.



 









 





Interest:




     The term “interest” shall mean, with respect to an Original Issue Discount Security that by
its terms bears interest only after Maturity, interest payable after Maturity.



Interest Payment Date:




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



Mandatory Sinking Fund Payment:




     The term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it in Section
5.01.



Maturity:




     The term “Maturity,” with respect to any Security, shall mean the date on which the principal
of such Security shall become due and payable as therein and herein provided, whether by
declaration, call for redemption or otherwise.



Members:




     The term “Members” shall have the meaning assigned to it in Section 3.03(i).



Officer’s Certificate:




     The term “Officer’s Certificate” shall mean a certificate signed by any of the Chairman of the
Board of Directors, Chief Executive Officer, President, Chief Financial Officer, any Vice
President, Treasurer, any Assistant Treasurer, Controller, Assistant Controller, Secretary or any
Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall
include the statements provided for in Section 16.01 if and to the extent required by the
provisions of such Section.



Opinion of Counsel:




     The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who
may be an employee of or of counsel to the Company, or may be other counsel that meets the
requirements provided for in Section 16.01.



Optional Sinking Fund Payment:




     The term “Optional Sinking Fund Payment” shall have the meaning assigned to it in Section
5.01.



Original Issue Discount Security:




     The term “Original Issue Discount Security” shall mean any Security that is issued with
“original issue discount” within the meaning of Section 1273(a) of the Code and the regulations
thereunder and any other Security designated by the Company as issued with original issue discount
for United States federal income tax purposes.



Outstanding:









 









 








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




     (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;




     (b) Securities or portions thereof for which payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities or Securities as to which the
Company’s obligations have been Discharged; provided, however, that if such Securities or
portions thereof 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; and




     (c) Securities that have been paid pursuant to Section 3.07(b) or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been presented
to a Responsible Officer of the Trustee proof satisfactory to it that such Securities are held
by a protected purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of
Securities of a series Outstanding have performed any action hereunder, Securities owned by the
Company or any other obligor upon the Securities of such series or any Affiliate of the Company or
of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such action, only Securities
of such series that a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon such Securities or any Affiliate of the Company or of such other obligor. In determining
whether the Holders of the requisite principal amount of Outstanding Securities of a series have
performed any action hereunder, the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purpose shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.02 and the principal amount of a
Security denominated in a Foreign Currency that shall be deemed to be Outstanding for such purpose
shall be the amount calculated pursuant to Section 3.11(b).




Paying Agent:




     The term “Paying Agent” shall have the meaning assigned to it in Section 6.02(a).



Person:




     The term “Person” shall mean an individual, a corporation, a limited liability company, a
partnership, an association, a joint stock company, a trust, an unincorporated organization or a
government or an agency or political subdivision thereof.



Place of Payment:




     The term “Place of Payment” shall mean, when used with respect to the Securities of any
series, the place or places where the principal of and premium, if any, and interest on the
Securities of that series are payable as specified pursuant to Section 3.01.



 









 





Predecessor Security:




     The term “Predecessor Security” shall mean, with respect to any Security, every previous
Security evidencing all or a portion of the same debt as that evidenced by such particular
Security, and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.



Record Date:




     The term “Record Date” shall mean, with respect to any interest payable on any Security on any
Interest Payment Date, the close of business on any date specified in such Security for the payment
of interest pursuant to Section 3.01.



Redemption Date:




     The term “Redemption Date” shall mean, when used with respect to any Security to be redeemed,
in whole or in part, the date fixed for such redemption by or pursuant to this Indenture and the
terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified
pursuant to Section 3.01, shall be an Interest Payment Date only.



Redemption Price:




     The term “Redemption Price,” when used with respect to any Security to be redeemed, in whole
or in part, shall mean the price at which it is to be redeemed pursuant to the terms of the
Security and this Indenture.



Register:




     The term “Register” shall have the meaning assigned to it in Section 3.05(a).



Registrar:




     The term “Registrar” shall have the meaning assigned to it in Section 3.05(a).



Responsible Officers:




     The term “Responsible Officers” of the Trustee hereunder shall mean any Vice President, any
Assistant Vice President, any Trust Officer, any Assistant Trust Officer or any other officer
associated with the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also means, with respect to
a particular corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of such person’s knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.



SEC:



     The term “SEC” shall mean the U.S. Securities and Exchange Commission, as constituted from
time to time.



 









 





Securities Act:




     The term “Securities Act” shall mean the Securities Act of 1933, as amended.



Security:




     The term “Security” or “Securities” shall have the meaning stated in the recitals and shall
more particularly mean one or more of the Securities duly authenticated by the Trustee and
delivered pursuant to the provisions of this Indenture.



Security Custodian:




     The term “Security Custodian” shall mean the custodian with respect to any Global Security
appointed by the Depositary, or any successor Person thereto, and shall initially be the Paying
Agent.



Securityholder; Holder of Securities; Holder:




     The term “Securityholder” or “Holder of Securities” or “Holder,” shall mean the Person in
whose name Securities shall be registered in the Register kept for that purpose hereunder.



Senior Indebtedness:




     The term “Senior Indebtedness” means the principal of (and premium, if any) and unpaid
interest on (x) Indebtedness of the Company, whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of the
Company which when incurred, and without respect to any election under Section 1111(b) of the
Federal Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company
to any of its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for
taxes, (e) Trade Payables and (f) any Indebtedness of the Company which is expressly subordinate in
right of payment to any other Indebtedness of the Company, and (y) renewals, extensions,
modifications and refundings of any such Indebtedness. For purposes of the foregoing and the
definition of “Senior Indebtedness,” the phrase “subordinated in right of payment” means debt
subordination only and not lien subordination, and accordingly, (i) unsecured indebtedness shall
not be deemed to be subordinated in right of payment to secured indebtedness merely by virtue of
the fact that it is unsecured, and (ii) junior liens, second liens and other contractual
arrangements that provide for priorities among Holders of the same or different issues of
indebtedness with respect to any collateral or the proceeds of collateral shall not constitute
subordination in right of payment. This definition may be modified or superseded by a supplemental
indenture.



Special Record Date:




     The term “Special Record Date” shall have the meaning assigned to it in Section 3.08(b)(i).



Stated Maturity:




     The term “Stated Maturity” when used with respect to any Security or any installment of
interest thereon, shall mean the date specified in such Security as the fixed date on which the
principal (or any portion thereof) of or premium, if any, on such Security or such installment of
interest is due and payable.



Subsidiary:









 









 








     The term “Subsidiary,” when used with respect to any Person, shall mean:




     (a) any corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency and after giving effect to any voting agreement or
stockholders’ agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other business entity is at
the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and




     (b) any partnership (i) the sole general partner or the managing general partner of which
is such Person or a Subsidiary of such Person or (ii) the only general partners of which are
that Person or one or more Subsidiaries of that Person (or any combination thereof).



Successor Company:




     The term “Successor Company” shall have the meaning assigned to it in Section 3.06(i).



Trade Payables:




     The term “Trade Payables” means accounts payable or any other Indebtedness or monetary
obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company
in the ordinary course of business (including guarantees thereof or instruments evidencing such
liabilities).



Trust Indenture Act; TIA:




     The term “Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as
amended.



Trustee:




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



U.S. Dollars:




     The term “U.S. Dollars” shall mean such currency of the United States as at the time of
payment shall be legal tender for the payment of public and private debts.



U.S. Government Obligations:




     The term “U.S. Government Obligations” shall mean (i) direct non-callable obligations of, or
guaranteed by, the United States or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States, in either case, for the payment of
which guarantee or obligation the full faith and credit of the United States is pledged.



United States:









 









 








     The term “United States” shall mean the United States of America (including the States and the
District of Columbia), its territories and its possessions and other areas subject to its
jurisdiction.



ARTICLE II




FORMS OF SECURITIES 



     Section 2.01 Terms of the Securities.




     (a) The Securities of each series shall be substantially in the form set forth in a
Company Order or in one or more indentures supplemental hereto, and shall have such
appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as
may be required to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which any series of the Securities
may be listed or of any automated quotation system on which any such series may be quoted, or
to conform to usage, all as determined by the officers executing such Securities as
conclusively evidenced by their execution of such Securities.




     (b) The terms and provisions of the Securities shall constitute, and are hereby expressly
made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture expressly agree to such terms and provisions
and to be bound thereby.



     Section 2.02 Form of Trustee’s Certificate of Authentication.




     (a) Only such of the Securities as shall bear thereon a certificate substantially in the
form of the Trustee’s certificate of authentication hereinafter recited, executed by the
Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle
the Holder thereof to any right or benefit under this Indenture.




     (b) Each Security shall be dated the date of its authentication, except that any Global
Security shall be dated as of the date specified as contemplated in Section 3.01.




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



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	Date of Authentication:                                	                                        , as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating
Agent. If at any time there shall be an Authenticating Agent appointed with respect to any
series of Securities, then the



 









 




Trustee’s Certificate of Authentication by such Authenticating Agent to be borne by Securities
of each such series shall be substantially as follows:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities issued referred to in the within-mentioned Indenture.



	 	 	 	 	 
	Date of Authentication:                          	                                        , as Trustee

 	 
	 	By:  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



ARTICLE III




THE DEBT SECURITIES 




     Section 3.01 Amount; Issuable in Series. The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is                     . The Securities may be
issued in one or more series. There shall be set forth in a Company Order or in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series:




     (a) the title of the Securities of the series (which shall distinguish the Securities of
such series from the Securities of all other series, except to the extent that additional
Securities of an existing series are being issued);




     (b) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 3.04, 3.06, 3.07, 4.06, or 14.05);




     (c) the dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of and premium, if
any, on the Securities of such series are or may be payable or the method by which such date
or dates shall be determined or extended;




     (d) the rate or rates at which the Securities of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, the date or dates from which
such interest shall accrue, or the method by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable, and the Record Dates for
the determination of Holders to whom interest is payable on such Interest Payment Dates or the
method by which such date or dates shall be determined, the right, if any, to extend or defer
interest payments and the duration of such extension or deferral;



 









 






     (e) if other than U.S. Dollars, the Currency in which Securities of the series shall be
denominated or in which payment of the principal of, premium, if any, or interest on the
Securities of the series shall be payable and any other terms concerning such payment;




     (f) if the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula or other method
including, but not limited to, an index based on a Currency or Currencies other than that in
which the Securities are stated to be payable, the manner in which such amounts shall be
determined;




     (g) if the principal of, premium, if any, or interest on Securities of the series are to
be payable, at the election of the Company or a Holder thereof, in a Currency other than that
in which the Securities are denominated or stated to be payable without such election, the
period or periods within which, and the terms and conditions upon which, such election may be
made and the time and the manner of determining the exchange rate between the Currency in
which the Securities are denominated or payable without such election and the Currency in
which the Securities are to be paid if such election is made;




     (h) the place or places, if any, in addition to or instead of the Corporate Trust Office
of the Trustee where the principal of, premium, if any, and interest on Securities of the
series shall be payable, and where Securities of any series may be presented for registration
of transfer, exchange or conversion, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;




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




     (j) the obligation or right, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund, amortization or analogous provisions or
at the option of a Holder thereof and the price or prices at which, the period or periods
within which or the date or dates on which, the Currency or Currencies in which and the terms
and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation;




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




     (l) if other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 7.02;




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




     (n) provisions, if any, for the defeasance of Securities of the series in whole or in
part and any addition or change in the provisions related to satisfaction and discharge;




     (o) whether the Securities of the series are to be issued in whole or in part in the form
of one or more Global Securities and, in such case, the Depositary for such Global Security or
Securities and the terms and conditions, if any, upon which interests in such Global Security
or Securities may be exchanged in whole or in part for the individual Securities represented
thereby;



 









 






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




     (q) the form of the Securities of the series;




     (r) if the Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and conditions upon
which such Securities will be so convertible or exchangeable, and any additions or changes, if
any, to permit or facilitate such conversion or exchange;




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




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




     (u) any addition or change in the provisions related to compensation and reimbursement of
the Trustee which applies to Securities of such series;




     (v) any addition or change in the provisions related to supplemental indentures set forth
in Sections 14.04 and 14.02 which applies to Securities of such series;




     (w) provisions, if any, granting special rights to Holders upon the occurrence of
specified events;




     (x) any addition to or change in the Events of Default which applies to any Securities of
the series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 7.02
and any addition or change in the provisions set forth in Article VII which applies to
Securities of the series;




     (y) any addition to or change in the covenants set forth in Article VI which applies to
Securities of the series; and




     (z) any other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by Section 14.01).


All Securities of any one series shall be substantially identical, except as to denomination and
except as may otherwise be provided herein or set forth in a Company Order or in one or more
indentures supplemental hereto.




     Section 3.02 Denominations. In the absence of any specification pursuant to Section
3.01 with respect to Securities of any series, the Securities of such series shall be issuable only
as Securities in denominations of any integral multiple of $1,000, and shall be payable only in
U.S. Dollars.



     Section 3.03 Execution, Authentication, Delivery and Dating.




     (a) The Securities shall be executed in the name and on behalf of the Company by the
manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, one of its Vice
Presidents or Treasurer. If the Person whose signature is on a Security no longer holds that
office at the time the Security is authenticated and delivered, the Security shall
nevertheless be valid.



 









 






     (b) At any time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities and, if required pursuant to Section 3.01, a supplemental indenture or Company
Order setting forth the terms of the Securities of a series. The Trustee shall thereupon
authenticate and deliver such Securities without any further action by the Company. The
Company Order shall specify the amount of Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated.




     (c) In authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee shall
receive, and (subject to Section 11.02) shall be fully protected in relying upon an Officer’s
Certificate and an Opinion of Counsel, each prepared in accordance with Section 16.01 stating
that the conditions precedent, if any, provided for in the Indenture have been complied with.




     (d) The Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.03 if the issue of the 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.




     (e) Each Security shall be dated the date of its authentication, except as otherwise
provided pursuant to Section 3.01 with respect to the Securities of such series.




     (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of
the Securities of any series are not to be originally issued at the same time, then the
documents required to be delivered pursuant to this Section 3.03 must be delivered only once
prior to the authentication and delivery of the first Security of such series;




     (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a
series are to be issued in whole or in part in the form of one or more Global Securities, then
the Company shall execute and the Trustee shall authenticate and deliver one or more Global
Securities that (i) shall represent an aggregate amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by such Global
Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered
by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall
bear a legend substantially to the following effect:




“Unless and until it is exchanged in whole or in part for the individual Securities
represented hereby, this Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.”



     The aggregate principal amount of each Global Security may from time to time be increased or
decreased by adjustments made on the records of the Security Custodian, as provided in this
Indenture.




     (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in
registered form must, at the time of its designation and at all times while it serves as such
Depositary, be a clearing agency registered under the Exchange Act and any other applicable
statute or regulation.



 









 






     (i) Members of, or participants in, the Depositary (“Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary or
by the Security Custodian under such Global Security, and the Depositary may be treated by the
Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the
absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the
Registrar or any of their agents from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the Depositary and its
Members, the operation of customary practices of the Depositary governing the exercise of the
rights of an owner of a beneficial interest in any Global Security. The Holder of a Global
Security may grant proxies and otherwise authorize any Person, including Members and Persons
that may hold interests through Members, to take any action that a Holder is entitled to take
under this Indenture or the Securities.




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



     Section 3.04 Temporary Securities.




     (a) Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced,
in any authorized denomination, substantially of the tenor of the definitive Securities in
lieu of which they are issued, in registered form and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities. Any such temporary
Security may be in global form, representing all or a portion of the Outstanding Securities of
such series. Every such temporary Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Security or Securities in lieu of
which it is issued.




     (b) If temporary Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of such temporary
Securities at the office or agency of the Company in a Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of the same
series of authorized denominations and of like tenor. 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.




     (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this Section 3.04 or
Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so exchanged and
endorsed.



 









 





     Section 3.05 Registrar.




     (a) The Company will keep, at an office or agency to be maintained by it in a Place of
Payment where Securities may be presented for registration or presented and surrendered for
registration of transfer or of exchange, and where Securities of any series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable (the
“Registrar”), a security register for the registration and the registration of transfer or of
exchange of the Securities (the registers maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively referred to as
the “Register”), as in this Indenture provided, which Register shall at all reasonable times
be open for inspection by the Trustee. Such Register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. The Company may
have one or more co-Registrars; the term “Registrar” includes any co-registrar.




     (b) The Company shall enter into an appropriate agency agreement with any Registrar or
co-Registrar not a party to this Indenture. The agreement shall implement the provisions of
this Indenture that relate to such agent. The Company shall notify the Trustee of the name and
address of each such agent. If the Company fails to maintain a Registrar for any series, the
Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 11.01. The Company or any Affiliate thereof may act as Registrar, co-Registrar or
transfer agent.




     (c) The Company hereby appoints the Trustee at its Corporate Trust Office as Registrar in
connection with the Securities and this Indenture, until such time as another Person is
appointed as such.



     Section 3.06 Transfer and Exchange.




     (a) Transfer.




     (i) Upon surrender for registration of transfer of any Security of any series at the
Registrar the Company shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee, one or more new
Securities of the same series for like aggregate principal amount of any authorized
denomination or denominations. The transfer of any Security shall not be valid as against
the Company or the Trustee unless registered at the Registrar at the request of the
Holder, or at the request of his, her or its attorney duly authorized in writing.




     (ii) Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a successor Depositary for
such series or a nominee of such successor Depositary.




     (b) Exchange.




     (i) At the option of the Holder, Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for other Securities of the same
series for like aggregate principal amount of any authorized denomination or
denominations, upon surrender of the Securities to be exchanged at the Registrar.



 









 






     (ii) Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the Holder
making the exchange is entitled to receive.




     (c) Exchange of Global Securities for Individual Securities. Except as provided below,
owners of beneficial interests in Global Securities will not be entitled to receive individual
Securities.




     (i) Individual Securities shall be issued to all owners of beneficial interests in a
Global Security in exchange for such interests if: (A) at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.03(h) and, in each
case, a successor Depositary is not appointed by the Company within 90 days of such
notice, or (B) the Company executes and delivers to the Trustee and the Registrar an
Officer’s Certificate stating that such Global Security shall be so exchangeable.




     In connection with the exchange of an entire Global Security for individual Securities
pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of such series,
will authenticate and deliver to each beneficial owner identified by the Depositary in
exchange for its beneficial interest in such Global Security, an equal aggregate principal
amount of individual Securities of authorized denominations.




     (ii) The owner of a beneficial interest in a Global Security will be entitled to
receive an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and Registrar of
instructions from the Holder of a Global Security directing the Security Custodian and
Registrar to (x) issue one or more individual Securities in the amounts specified to the
owner of a beneficial interest in such Global Security and (y) debit or cause to be
debited an equivalent amount of beneficial interest in such Global Security, subject to
the rules and regulations of the Depositary:




     (A) the Security Custodian and Registrar shall notify the Company and the
Trustee of such instructions, identifying the owner and amount of such beneficial
interest in such Global Security;




     (B) the Company shall promptly execute and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of such
series, shall authenticate and deliver to such beneficial owner individual
Securities in an equivalent amount to such beneficial interest in such Global
Security; and




     (C) the Security Custodian and Registrar shall decrease such Global Security
by such amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the
Registrar has received a request from the Holder of a Global Security to issue such
individual Securities, the Company expressly acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right
of any beneficial Holder of Securities to pursue such remedy with respect to the
portion of the Global Security that represents such beneficial Holder’s Securities
as if such individual Securities had been issued.



 









 






     (iii) If specified by the Company pursuant to Section 3.01 with respect to a series
of Securities, the Depositary for such series of Securities may surrender a Global
Security for such series of Securities in exchange in whole or in part for individual
Securities of such series on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,




     (A) to each Person specified by such Depositary a new individual Security or
Securities of the same series, of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and




     (B) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of individual Securities delivered to Holders
thereof.




     (iv) In any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee will authenticate and deliver individual Securities in registered
form in authorized denominations.




     (v) Upon the exchange in full of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee. Individual Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.




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




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




     (f) No service charge will be made for any registration of transfer or exchange of
Securities. The Company may require payment of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than those expressly provided in this Indenture to
be made at the Company’s own expense or without expense or charge to the Holders.




     (g) The Company shall not be required to (i) register, transfer or exchange Securities of
any series during a period beginning at the opening of business 15 days before the day of the
transmission of a notice of redemption of Securities of such series selected for redemption
under Section 4.03 and ending at the close of business on the day of such transmission, or
(ii) register, transfer or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.




     (h) Prior to the due presentation for registration of transfer or exchange of any
Security, the Company, the Trustee, the Paying Agent, the Registrar, any co-Registrar or any
of their agents may



 









 







deem and treat the Person in whose name a Security is registered as the absolute owner of
such Security (whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for all purposes whatsoever, and none of the Company,
the Trustee, the Paying Agent, the Registrar, any co-Registrar or any of their agents shall be
affected by any notice to the contrary.




     (i) In case a successor Company (“Successor Company”) has executed an indenture
supplemental hereto with the Trustee pursuant to Article XIV, any of the Securities
authenticated or delivered pursuant to such transaction may, from time to time, at the request
of the Successor Company, be exchanged for other Securities executed in the name of the
Successor Company with such changes in phraseology and form as may be appropriate, but
otherwise identical to the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and
deliver Securities as specified in such order for the purpose of such exchange. If Securities
shall at any time be authenticated and delivered in any new name of a Successor Company
pursuant to this Section 3.06 in exchange or substitution for or upon registration of transfer
of any Securities, such Successor Company, at the option of the Holders but without expense to
them, shall provide for the exchange of all Securities at the time Outstanding for Securities
authenticated and delivered in such new name.




     (j) Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security
in violation of any provision of this Indenture and/or applicable United States federal or
state securities laws.




     (k) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Security other than to require
delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements
hereof.




     (l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for
any actions taken or not taken by the Depositary.



     Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.




     (a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust
Office or (ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the Company and the
Trustee security or indemnity bond satisfactory to them to save each of them and any Paying
Agent harmless, and neither the Company nor the Trustee receives notice that such Security has
been acquired by a protected purchaser, then the Company shall execute and upon Company Order
the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of the same series and of like tenor, form,
terms and principal amount, bearing a number not contemporaneously outstanding, that neither
gain nor loss in interest shall result from such exchange or substitution.




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



 









 






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




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




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



     Section 3.08 Payment of Interest; Interest Rights Preserved.




     (a) Interest on any Security that is payable and is 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 at the close of business on the Record Date for
such interest notwithstanding the cancellation of such Security upon any transfer or exchange
subsequent to the Record Date. Payment of interest on Securities shall be made at the
Corporate Trust Office (except as otherwise specified pursuant to Section 3.01) or, at the
option of the Company, by check mailed to the address of the Person entitled thereto as such
address shall appear in the Register or, in accordance with arrangements satisfactory to the
Trustee, by wire transfer to an account designated by the Holder.




     (b) Any interest on any Security that is payable but is not punctually paid or duly
provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Holder on the relevant Record Date by virtue of his, her or its
having been such a Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (i) or (ii) below:




     (i) The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of such
Defaulted Interest (a “Special Record Date”), which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 calendar days and not less than 10 calendar days prior to the
date of the proposed payment and not less than 10 calendar days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to the Holders of such
Securities at their addresses as they appear in the Register, not less than 10 calendar
days prior



 









 







to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (ii).




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




     (c) Subject to the provisions set forth herein relating to Record Dates, each Security
delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon
registration of transfer of, any other Security shall carry all the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.



     Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for
Securities of any series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly
canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in
accordance with its then customary procedures and deliver a certificate of such disposal to the
Company upon its request therefor. The acquisition of any Securities by the Company shall not
operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until
such Securities are surrendered to the Trustee for cancellation.



     Section 3.10 Computation of Interest. Except as otherwise specified pursuant to
Section 3.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



     Section 3.11 Currency of Payments in Respect of Securities.




     (a) Except as otherwise specified pursuant to Section 3.01 for Securities of any series,
payment of the principal of and premium, if any, and interest on Securities of such series
will be made in U.S. Dollars.




     (b) For purposes of any provision of the Indenture in which the Holders of Outstanding
Securities may perform an action that requires that a specified percentage of the Outstanding
Securities of all series perform such action and for purposes of any decision or determination
by the Trustee of amounts due and unpaid for the principal of and premium, if any, and
interest on the Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of and premium, if any, and interest on the Outstanding Securities
denominated in a Foreign Currency will be the amount in U.S. Dollars based upon exchange
rates, determined as specified pursuant to Section 3.01 for Securities of such series, as of
the date for determining whether the Holders entitled to perform such action have performed it
or as of the date of such decision or determination by the Trustee, as the case may be.



 









 






     (c) Any decision or determination to be made regarding exchange rates shall be made by an
agent appointed by the Company; provided, that such agent shall accept such appointment in
writing and the terms of such appointment shall, in the opinion of the Company at the time of
such appointment, require such agent to make such determination by a method consistent with
the method provided pursuant to Section 3.01 for the making of such decision or determination.
All decisions and determinations of such agent regarding exchange rates shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon the Company,
the Trustee and all Holders of the Securities.



     Section 3.12 Judgments. The Company may provide pursuant to Section 3.01 for
Securities of any series that (a) the obligation, if any, of the Company to pay the principal of,
premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars
(the “Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and
agrees that, to the fullest extent possible under applicable law, judgments in respect of such
Securities shall be given in the Designated Currency; (b) the obligation of the Company to make
payments in the Designated Currency of the principal of and premium, if any, and interest on such
Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment
or otherwise), be discharged only to the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal banking procedures, purchase with the
sum paid in such other Currency (after any premium and cost of exchange) on the business day in the
country of issue of the Designated Currency or in the international banking community (in the case
of a composite currency) immediately following the day on which such Holder receives such payment;
(c) if the amount in the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may be necessary to
compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment
shall be due as a separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.



     Section 3.13 CUSIP Numbers. The Company in issuing any Securities may use CUSIP, ISIN
or other similar numbers, if then generally in use, and thereafter with respect to such series, the
Trustee may use such numbers in any notice of redemption or exchange with respect to such series
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, ISIN or other similar
numbers.



ARTICLE IV




REDEMPTION OF SECURITIES 



     Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other
than pursuant to a sinking fund, amortization or analogous provision) permitted by the terms of any
series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for
Securities of any series) in accordance with this Article; provided, however, that if any such
terms of a series of Securities shall conflict with any provision of this Article, the terms of
such series shall govern.



     Section 4.02 Selection of Securities to be Redeemed.




     (a) If the Company shall at any time elect to redeem all or any portion of the Securities
of a series then Outstanding, it shall at least 30 days prior to the Redemption Date fixed by
the Company (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee
of such Redemption



 









 







Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as the Trustee shall deem appropriate and which
may provide for the selection for redemption of a portion of the principal amount of any
Security of such series; provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. In any case where more than one Security of such
series is registered in the same name, the Trustee may treat the aggregate principal amount so
registered as if it were represented by one Security of such series. The Trustee shall, as
soon as practicable, notify the Company in writing of the Securities and portions of
Securities so selected.




     (b) 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 Security
redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security that has been or is to be redeemed. If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be
included in the Securities selected for redemption.



     Section 4.03 Notice of Redemption.




     (a) Notice of redemption 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, however, that the Company
makes such request at least 3 days prior to the date by which such notice of redemption must
be given to Holders in accordance with this Section 4.03; provided further that, the text of
such notice shall be prepared by the Company, not less than 60 days before the Redemption Date
unless the Trustee consents to a shorter period, to the Holders of Securities of any series to
be redeemed in whole or in part pursuant to this Article, in the manner provided in Section
16.04. Any notice so given shall be conclusively presumed to have been duly given, whether or
not the Holder receives such notice. Failure to give such notice, or any defect in such notice
to the Holder of any Security of a series designated for redemption, in whole or in part,
shall not affect the sufficiency of any notice of redemption with respect to the Holder of any
other Security of such series.




     (b) All notices of redemption shall identify the Securities to be redeemed (including
CUSIP, ISIN or other similar numbers, if available) and shall state:




     (i) such election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such series or a
supplemental indenture establishing such series, if such be the case;




     (ii) the Redemption Date;




     (iii) the Redemption Price;




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




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




     (vi) the Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price;



 









 






     (vii) that the redemption is for a sinking fund, if such is the case; and




     (viii) that the Securities must be surrendered to the Paying Agent for payment of
the Redemption Price.



     Section 4.04 Deposit of Redemption Price. On or prior to 11:00 a.m.,                      time,
on the Redemption Date for any Securities, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 6.03) an amount of money in the Currency in which such Securities are
denominated (except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of
such Securities or any portions thereof that are to be redeemed on that date.



     Section 4.05 Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, any Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price and from and after such date (unless the Company shall Default in
the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price; provided, however, that (unless otherwise provided pursuant to
Section 3.01) installments of interest that have a Stated Maturity on or prior to the Redemption
Date for such Securities shall be payable according to the terms of such Securities and the
provisions of Section 3.08.



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



     Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in
part shall be surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of like tenor and form, 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; except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for
such Global Security, without service charge, a new Global Security in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Security providing appropriate space for such notation, at the option of the Holder
thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a
notation on such Security of the payment of the redeemed portion thereof.



ARTICLE V




SINKING FUNDS 



     Section 5.01 Applicability of Sinking Fund.




     (a) Redemption of Securities permitted or required pursuant to a sinking fund for the
retirement of Securities of a series by the terms of such series of Securities shall be made
in accordance with such terms of such series of Securities and this Article, except as
otherwise specified pursuant to Section 3.01 for Securities of such series, provided, however,
that if any such



 









 







terms of a series of Securities shall conflict with any provision of this Article, the
terms of such series shall govern.




     (b) The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any
payment in excess of such minimum amount provided for by the terms of Securities of any series
is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of
Securities of any series, the cash amount of any Mandatory Sinking Fund Payment may be subject
to reduction as provided in Section 5.02.



     Section 5.02 Mandatory Sinking Fund Obligation. The Company may, at its option,
satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a
particular series of Securities by (a) delivering to the Trustee Securities of such series in
transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the
election of the Company pursuant to Section 4.03 or (b) receiving credit for Securities of such
series (not previously so credited) acquired by the Company and theretofore delivered to the
Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount
equal to the Redemption Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If
the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it shall
deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a
written notice signed on behalf of the Company by its Chairman of the Board of Directors, Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers, which shall designate the Securities
(and portions thereof, if any) so delivered or credited and which shall be accompanied by such
Securities (to the extent not theretofore delivered) in transferable form. In case of the failure
of the Company, at or before the time so required, to give such notice and deliver such Securities
the Mandatory Sinking Fund Payment obligation shall be paid entirely in moneys.



     Section 5.03 Optional Redemption at Sinking Fund Redemption Price. In addition to the
sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a
particular series of Securities, the Company may, at its option, make an Optional Sinking Fund
Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent
that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in
any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such
optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment
obligation as to Securities of the same series. If the Company intends to exercise its right to
make such optional payment in any year it shall deliver to the Trustee not less than 45 days prior
to the relevant sinking fund payment date a certificate signed by its Chairman of the Board of
Directors, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
one of its Vice Presidents, Treasurer or one of its Assistant Treasurers stating that the Company
will exercise such optional right, and specifying the amount which the Company will pay on or
before the next succeeding sinking fund payment date. Such certificate shall also state that no
Event of Default has occurred and is continuing.



     Section 5.04 Application of Sinking Fund Payment.




     (a) If the sinking fund payment or payments made in funds pursuant to either Section 5.02
or 5.03 with respect to a particular series of Securities plus any unused balance of any
preceding sinking fund payments made in funds with respect to such series shall exceed $50,000
(or a lesser sum if the Company shall so request, or such equivalent sum for Securities
denominated other than in U.S. Dollars), it shall be applied by the Trustee on the sinking
fund payment date next following the date of such payment, unless the date of such payment
shall be a sinking fund payment date, in



 









 







which case such payment shall be applied on such sinking fund payment date, to the
redemption of Securities of such series at the redemption price specified pursuant to Section
4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for redemption on
such sinking fund payment date, a sufficient principal amount of Securities of such series to
absorb said funds, as nearly as may be, and shall, at the expense and in the name of the
Company, thereupon cause notice of redemption of the Securities to be given in substantially
the manner provided in Section 4.03(a) for the redemption of Securities in part at the option
of the Company, except that the notice of redemption shall also state that the Securities are
being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to
the redemption of Securities of such series shall be added to the next sinking fund payment
received in funds by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by
the Trustee on the last sinking fund payment date with respect to Securities of such series,
and not held for the payment or redemption of particular Securities of such series, shall be
applied by the Trustee to the payment of the principal of the Securities of such series at
Maturity.




     (b) On or prior to each sinking fund payment date, the Company shall pay to the Trustee a
sum equal to all interest accrued to but not including the date fixed for redemption on
Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.




     (c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or
mail any notice of redemption of Securities of such series by operation of the sinking fund
during the continuance of a Default in payment of interest on any Securities of such series or
of any Event of Default (other than an Event of Default occurring as a consequence of this
paragraph) of which the Trustee has actual knowledge, except that if the notice of redemption
of any Securities of such series shall theretofore have been mailed in accordance with the
provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that
purpose shall be deposited with the Trustee in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund at the time any such Default or Event of
Default shall occur and any moneys thereafter paid into the sinking fund shall, during the
continuance of such Default or Event of Default, be held as security for the payment of all
the Securities of such series; provided, however, that in case such Default or Event of
Default shall have been cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date on which such moneys are required to be applied
pursuant to the provisions of this Section 5.04.



ARTICLE VI




PARTICULAR COVENANTS OF THE COMPANY 



     The Company hereby covenants and agrees as follows:



     Section 6.01 Payments of Securities. The Company will duly and punctually pay the
principal of and premium, if any, on each series of Securities, and the interest which shall have
accrued thereon, at the dates and place and in the manner provided in the Securities and in this
Indenture.



     Section 6.02 Paying Agent.




     (a) The Company will maintain in each Place of Payment for any series of Securities, if
any, an office or agency where Securities may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served (the “Paying Agent”). The Company will give prompt written notice to
the Trustee of the location, and



 









 







any change in the location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
Paying Agent to receive all presentations, surrenders, notices and demands.




     (b) The Company may also from time to time designate different or additional offices or
agencies where the Securities of any series may be presented or surrendered for any or all
such purposes (in or outside of such Place of Payment), and may from time to time rescind any
such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt written notice to the Trustee of any such additional designation or
rescission of designation and of any change in the location of any such different or
additional office or agency. The Company shall enter into an appropriate agency agreement with
any Paying Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the Trustee of the name
and address of each such agent. The Company or any Affiliate thereof may act as Paying Agent.



     Section 6.03 To Hold Payment in Trust.




     (a) If the Company or an Affiliate thereof shall at any time act as Paying Agent with
respect to any series of Securities, then, on or before the date on which the principal of and
premium, if any, or interest on any of the Securities of that series by their terms or as a
result of the calling thereof for redemption shall become payable, the Company or such
Affiliate will segregate and hold in trust for the benefit of the Holders of such Securities
or the Trustee a sum sufficient to pay such principal and premium, if any, or interest which
shall have so become payable until such sums shall be paid to such Holders or otherwise
disposed of as herein provided, and will notify the Trustee of its action or failure to act in
that regard. Upon any proceeding under any federal bankruptcy laws with respect to the Company
or any Affiliate thereof, if the Company or such Affiliate is then acting as Paying Agent, the
Trustee shall replace the Company or such Affiliate as Paying Agent.




     (b) If the Company shall appoint, and at the time have, a Paying Agent for the payment of
the principal of and premium, if any, or interest on any series of Securities, then prior to
11:00 a.m.,                      time, on the date on which the principal of and premium, if any, or
interest on any of the Securities of that series shall become payable as aforesaid, whether by
their terms or as a result of the calling thereof for redemption, the Company will deposit
with such Paying Agent a sum sufficient to pay such principal and premium, if any, or
interest, such sum to be held in trust for the benefit of the Holders of such Securities or
the Trustee, and (unless such Paying Agent is the Trustee), the Company or any other obligor
of such Securities will promptly notify the Trustee of its payment or failure to make such
payment.




     (c) If the Paying Agent shall be other than the Trustee, the Company will cause such
Paying Agent 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 6.03, that such Paying
Agent shall:




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



 









 






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




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




     (d) Anything in this Section 6.03 to the contrary notwithstanding, the Company may at any
time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or
for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the
Company or by any Paying Agent other than the Trustee as required by this Section 6.03, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent.




     (e) Subject to any applicable abandoned property law, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of and premium, if any, or interest on any Security of any series and remaining
unclaimed for two years after such principal and premium, if any, or interest has become due
and payable shall be paid to the Company upon Company Order or (if then held by the Company)
shall be discharged from such trust, and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment of such amounts without
interest thereon, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent before being required to make any
such repayment, may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day and of general
circulation in                     , notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.



     Section 6.04 Merger, Consolidation and Sale of Assets. Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities:




     (a) The Company will not consolidate with any other entity or accept a merger of any
other entity into the Company or permit the Company to be merged into any other entity, or
sell other than for cash or lease all or substantially all its assets to another entity, or
purchase all or substantially all the assets of another entity, unless (i) either the Company
shall be the continuing entity, or the successor, transferee or lessee entity (if other than
the Company) shall expressly assume, by indenture supplemental hereto, executed and delivered
by such entity prior to or simultaneously with such consolidation, merger, sale or lease, the
due and punctual payment of the principal of and interest and premium, if any, on all the
Securities, according to their tenor, and the due and punctual performance and observance of
all other obligations to the Holders and the Trustee under this Indenture or under the
Securities to be performed or observed by the Company; and (ii) immediately after such
consolidation, merger, sale, lease or purchase the Company or the successor, transferee or
lessee entity (if other than the Company) would not be in Default in the performance of any
covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially
all of the assets of another entity shall not be deemed to be a purchase of such assets by the
Company.




     (b) Upon any consolidation with or merger into any other entity, or any sale other than
for cash, or any conveyance or lease of all or substantially all of the assets of the Company
in accordance with this Section 6.04, the successor entity formed by such consolidation or
into or with



 









 







which the Company is merged or to which the Company is sold 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
entity had been named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Company shall be relieved of all obligations and covenants under this
Indenture and the Securities, and from time to time such entity may exercise each and every
right and power of the Company under this Indenture, in the name of the Company, or in its own
name; and any act or proceeding by any provision of this Indenture required or permitted to be
done by the Board of Directors or any officer of the Company may be done with like force and
effect by the like board or officer of any entity that shall at the time be the successor of
the Company hereunder. In the event of any such sale or conveyance, but not any such lease,
the Company (or any successor entity which shall theretofore have become such in the manner
described in this Section 6.04) shall be discharged from all obligations and covenants under
this Indenture and the Securities and may thereupon be dissolved and liquidated.



     Section 6.05 Compliance Certificate. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company shall furnish to the Trustee
annually, within 120 days after the end of each fiscal year, a brief certificate from the Chief
Executive Officer, President, Chief Operating Officer, Principal Financial Officer, Principal
Accounting Officer, any Vice President or Treasurer as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture (which compliance shall be
determined without regard to any period of grace or requirement of notice provided under this
Indenture) and, in the event of any Default, specifying each such Default and the nature and status
thereof of which such person may have knowledge. Such certificates need not comply with Section
16.01 of this Indenture.



     Section 6.06 Conditional Waiver by Holders of Securities. 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 any series of Securities if the
Company shall have obtained and filed with the Trustee, prior to the time of such failure or
omission, evidence (as provided in Article VIII) of the consent of the Holders of a majority in
aggregate principal amount of the Securities of such series at the time Outstanding, either waiving
such compliance in such instance or generally waiving compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, or impair any right consequent thereon and, until such waiver shall have become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.



     Section 6.07 Statement by Officers as to Default. The Company shall deliver to the
Trustee as soon as possible and in any event within 30 days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with the giving of notice or the lapse of
time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or Default and the action which the Company proposes to take with
respect thereto.



ARTICLE VII




REMEDIES OF TRUSTEE AND SECURITYHOLDERS 



     Section 7.01 Events of Default. Except where otherwise indicated by the context or
where the term is otherwise defined for a specific purpose, the term “Event of Default” as used in
this Indenture with respect to Securities of any series shall mean one of the following described
events unless it is either inapplicable to a particular series or it is specifically deleted or
modified in the manner contemplated in Section 3.01:



 









 






     (a) the failure of the Company to pay any installment of interest on any Security of such
series when and as the same shall become payable, which failure shall have continued
unremedied for a period of 30 days;




     (b) the failure of the Company to pay the principal of (and premium, if any, on) any
Security of such series, when and as the same shall become payable, whether at Maturity as
therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), by
declaration as authorized by this Indenture or otherwise;




     (c) the failure of the Company to pay a sinking fund installment, if any, when and as the
same shall become payable by the terms of a Security of such series, which failure shall have
continued unremedied for a period of 30 days;




     (d) the failure of the Company, subject to the provisions of Section 6.06, to perform any
covenants or agreements contained in this Indenture (including any indenture supplemental
hereto pursuant to which the Securities of such series were issued as contemplated by Section
3.01) (other than a covenant or agreement which has been expressly included in this Indenture
solely for the benefit of a series of Securities other than that series and other than a
covenant or agreement a default in the performance of which is elsewhere in this Section 7.01
specifically addressed), which failure shall not have been remedied, or without provision
deemed to be adequate for the remedying thereof having been made, for a period of 90 days
after written notice shall have been given to the Company by the Trustee or shall have been
given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount
of the Securities of such series then Outstanding, specifying such failure, requiring the
Company to remedy the same and stating that such notice is a “Notice of Default” hereunder;




     (e) the entry by a court having jurisdiction in the premises of a decree or order for
relief in respect of the Company in an involuntary case under the federal bankruptcy laws, as
now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the Company or of
substantially all the property of the Company or ordering the winding-up or liquidation of its
affairs and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days;




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




     (g) the occurrence of any other Event of Default with respect to Securities of such
series as provided in Section 3.01;


provided, however, that no event described in clause (d) or (other than with respect to a payment
default) (g) above shall constitute an Event of Default hereunder until a Responsible Officer
assigned to and working in the Trustee’s corporate trust department has actual knowledge thereof or
until a written notice






 









 







of any such event is received by the Trustee at the Corporate Trust Office, and such notice refers
to the facts underlying such event, the Securities generally, the Company and the Indenture.




     Notwithstanding the foregoing provisions of this Section 7.01, if the principal or any premium
or interest on any Security is payable in a Currency other than the Currency of the United States
and such Currency is not available to the Company for making payment thereof due to the imposition
of exchange controls or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of the Securities by making such payment in the
Currency of the United States in an amount equal to the Currency of the United States equivalent of
the amount payable in such other Currency, as determined by the Company by reference to the noon
buying rate in                      for cable transfers for such Currency (“Exchange Rate”), as such
Exchange Rate is reported or otherwise made available by the Federal Reserve Bank of New York on
the date of such payment, or, if such rate is not then available, on the basis of the most recently
available Exchange Rate. Notwithstanding the foregoing provisions of this Section 7.01, any payment
made under such circumstances in the Currency of the United States where the required payment is in
a Currency other than the Currency of the United States will not constitute an Event of Default
under this Indenture.



     Section 7.02 Acceleration; Rescission and Annulment.




     (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, if any one or more of the above-described Events of Default (other than
an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect to
Securities of any series at the time Outstanding, then, and in each and every such case,
during the continuance of any such Event of Default, the Trustee or the Holders of 25% or more
in principal amount of the Securities of such series then Outstanding may declare the
principal (or, if the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series) of and all
accrued but unpaid interest on all the Securities of such series then Outstanding to be due
and payable immediately by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in Section 7.01(e) or
7.01(f) occurs and is continuing, then in every such case, the principal amount of all of the
Securities of that series then Outstanding shall automatically, and without any declaration or
any other action on the part of the Trustee or any Holder, become due and payable immediately.
Upon payment of such amounts in the Currency in which such Securities are denominated (subject
to Section 7.01 and except as otherwise provided pursuant to Section 3.01), all obligations of
the Company in respect of the payment of principal of and interest on the Securities of such
series shall terminate.




     (b) The provisions of Section 7.02(a), however, are subject to the condition that, at any
time after the principal of all the Securities of such series, to which any one or more of the
above-described Events of Default is applicable, shall have been so declared to be due and
payable, and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter provided in this Article, the Event of Default giving rise to such
declaration of acceleration shall, without further act, be deemed to have been waived, and
such declaration and its consequences shall, without further act, be deemed to have been
rescinded and annulled, if:




     (i) the Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to Section 7.01 and except as
otherwise provided pursuant to Section 3.01) sufficient to pay



 









 






     (A) all amounts owing the Trustee and any predecessor trustee hereunder under
Section 11.01(a) (provided, however, that all sums payable under this clause (A)
shall be paid in U.S. Dollars);




     (B) all arrears of interest, if any, upon all the Securities of such series
(with interest, to the extent that interest thereon shall be legally enforceable,
on any overdue installment of interest at the rate borne by such Securities at the
rate or rates prescribed therefor in such Securities); and




     (C) the principal of and premium, if any, on any Securities of such series
that have become due otherwise than by such declaration of acceleration and
interest thereon;




     (ii) every other Default and Event of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 7.06.




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




     (d) For all purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared due and payable pursuant to
the provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount Securities shall
be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of the principal
thereof as shall be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute payment in full of
such Original Issue Discount Securities.



     Section 7.03 Other Remedies. If the Company shall fail for a period of 30 days to pay
any installment of interest on the Securities of any series or shall fail to pay the principal of
and premium, if any, on any of the Securities of such series when and as the same shall become due
and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking
fund), by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of
30 days to make any required sinking fund payment as to a series of Securities, then, upon demand
of the Trustee, the Company will pay to the Paying Agent for the benefit of the Holders of
Securities of such series then Outstanding the whole amount which then shall have become due and
payable on all the Securities of such series, with interest on the overdue principal and premium,
if any, and (so far as the same may be legally enforceable) on the overdue installments of interest
at the rate borne by the Securities of such series, and all amounts owing the Trustee and any
predecessor trustee hereunder under Section 11.01(a).



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the Securities of such
series, and collect the moneys adjudged or decreed to be payable out of the property of the Company
or any other obligor upon the Securities of such series, wherever situated, in the manner provided
by law. Every recovery of judgment in any such action or other proceeding, subject to the payment
to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section
11.01(a), shall be for the ratable benefit of the Holders of such series of Securities which shall
be the subject of such action or proceeding. All rights



 









 




of action upon or under any of the Securities or this Indenture may be enforced by the Trustee
without the possession of any of the Securities and without the production of any thereof at any
trial or any proceeding relative thereto.




     Section 7.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each
and every Holder of the Securities, by receiving and holding the same, shall be conclusively deemed
to have appointed the 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 interest on, any of the Securities), in its own name and as trustee of an express
trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other
obligor upon the 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 any
predecessor trustee hereunder and of the Holders of the 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
proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of
such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or
debtor in any such proceeding is hereby authorized, and each and every taker or Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any
such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to
or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor
trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any
Holder of Securities, any plan of reorganization or readjustment affecting the Securities or the
rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the
claim of any Holder of any Securities in any such proceeding.



     Section 7.05 Priorities. Any moneys or properties collected by the Trustee with
respect to a series of Securities under this Article VII shall be applied in the order following,
at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in
the case of the distribution of such moneys or properties on account of the Securities of any
series, upon presentation of the Securities of such series, and stamping thereon the payment, if
only partially paid, and upon surrender thereof, if fully paid:




     First: To the payment of all amounts due to the Trustee and any predecessor trustee
hereunder under Section 11.01(a).




     Second: In case the principal of the Outstanding Securities of such series shall not have
become due and be unpaid, to the payment of interest on the Securities of such series, in the
chronological order of the Maturity of the installments of such interest, with interest (to
the extent that such interest has been collected by the Trustee) upon the overdue installments
of interest at the rate borne by such Securities, such payments to be made ratably to the
Persons entitled thereto.




     Third: In case the principal of the Outstanding Securities of such series shall have
become due, by declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of interest at the rate
borne by the Securities of such series, and in case such moneys shall be insufficient to pay
in full the whole amounts so due and unpaid upon the Securities of such series, then to the
payment of such principal and premium, if any, and interest



 









 







without preference or priority of principal and premium, if any, over interest, or of
interest over principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other Security of such
series, ratably to the aggregate of such principal and premium, if any, and accrued and unpaid
interest.


Any surplus then remaining shall be paid to the Company or as directed by a court of competent
jurisdiction.




     Section 7.06 Control by Securityholders; Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities of any series at the time Outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to
the Securities of such series, provided, however, that, subject to the provisions of Sections 11.01
and 11.02, the Trustee shall have the right to decline to follow any such direction if the Trustee
being advised by counsel determines that the action so directed may not lawfully be taken or would
be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in
personal liability. Prior to any declaration accelerating the Maturity of the Securities of any
series, the Holders of a majority in aggregate principal amount of such series of Securities at the
time Outstanding may on behalf of the Holders of all of the Securities of such series waive any
past Default or Event of Default hereunder and its consequences except a Default in the payment of
interest or any premium on or the principal of the Securities of such series. Upon any such waiver
the Company, the Trustee and the Holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever
any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.06,
said Default or Event of Default shall for all purposes of the Securities of such series and this
Indenture be deemed to have been cured and to be not continuing.



     Section 7.07 Limitation on Suits. No Holder of any Security of any series shall have
any right to institute any action, suit or proceeding at law or in equity for the execution of any
trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each
case with respect to an Event of Default with respect to such series of Securities, unless such
Holder previously shall have given to the Trustee written notice of one or more of the Events of
Default herein specified with respect to such series of Securities, and unless also the Holders of
25% in principal amount of the Securities of such series then Outstanding shall have requested the
Trustee in writing to take action in respect of the matter complained of, and unless also there
shall have been offered to the Trustee security and indemnity satisfactory to it against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after
receipt of such notification, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; and such notification, request and offer of
indemnity are hereby declared in every such case to be conditions precedent to any such action,
suit or proceeding by any Holder of any Security of such series; it being understood and intended
that no one or more of the Holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner
herein provided, and that every action, suit or proceeding at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the equal benefit of all Holders of the
Outstanding Securities of such series; provided, however, that nothing in this Indenture or in the
Securities of such series shall affect or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such
series to the respective Holders of such Securities at the respective due dates in such Securities
stated, or affect or impair the right, which is also absolute and unconditional, of such Holders to
institute suit to enforce the payment thereof.



 









 





     Section 7.08 Undertaking for Costs. All parties to this Indenture and each Holder of
any Security, by such Holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the enforcement of any right
or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or
proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such action, suit or proceeding, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; provided, however,
that the provisions of this Section 7.08 shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any one or more Holders
of Securities holding in the aggregate more than 10% in principal amount of the Securities of any
series Outstanding, or to any action, suit or proceeding instituted by any Holder of Securities of
any series for the enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective due dates expressed
in such Securities.



     Section 7.09 Remedies Cumulative. No remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities of any series is intended to be exclusive of any other
remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No
delay or omission of the Trustee or of any Holder of the Securities of any series to exercise any
right or power accruing upon any Default or Event of Default shall impair any such right or power
or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence
therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of
Securities of any series, respectively, may be exercised from time to time and as often as may be
deemed expedient by the Trustee or by the Holders of Securities of such series, as the case may be.
In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any
right under this Indenture and the proceedings for the enforcement thereof shall have been
discontinued or abandoned because of waiver or for any other reason or shall have been adjudicated
adversely to the Trustee or to such Holder of Securities, then and in every such case the Company,
the Trustee and the Holders of the Securities of such series shall severally and respectively be
restored to their former positions and rights hereunder, and thereafter all rights, remedies and
powers of the Trustee and the Holders of the Securities of such series shall continue as though no
such proceedings had been taken, except as to any matters so waived or adjudicated.



ARTICLE VIII




CONCERNING THE SECURITYHOLDERS 



     Section 8.01 Evidence of Action of Securityholders. Whenever in this Indenture it is
provided that the Holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the Holders of such specified percentage or
majority have joined therein may be evidenced by (a) any instrument or any number of instruments of
similar tenor executed by Securityholders in person, by an agent or by a proxy appointed in
writing, including through an electronic system for tabulating consents operated by the Depositary
for such series or otherwise (such action becoming effective, except as herein otherwise expressly
provided, when such instruments or evidence of electronic consents are delivered to the Trustee
and, where it is hereby expressly required, to the Company), or (b) by the record of the Holders of
Securities voting in favor thereof at any meeting of Securityholders duly called and held in
accordance with the provisions of Article IX, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Securityholders.



 









 





     Section 8.02 Proof of Execution or Holding of Securities. Proof of the execution of
any instrument by a Securityholder or his, her or its agent or proxy and proof of the holding by
any Person of any of the Securities shall be sufficient if made in the following manner:




     (a) The fact and date of the execution by any Person of any such instrument may be proved
(i) by the certificate of any notary public or other officer in any jurisdiction who, by the
laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such
jurisdiction, that the Person who signed such instrument did acknowledge before such notary
public or other officer the execution thereof, or (ii) by the affidavit of a witness of such
execution sworn to before any such notary or other officer. Where such execution is by a
Person acting in other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority.




     (b) The ownership of Securities of any series shall be proved by the Register of such
Securities or by a certificate of the Registrar for such series.




     (c) The record of any Holders’ meeting shall be proved in the manner provided in Section
9.06.




     (d) The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem appropriate or necessary, so long as the request is a reasonable
one.




     (e) If the Company shall solicit from the Holders of Securities of any series any action,
the Company may, at its option fix in advance a record date for the determination of Holders
of Securities entitled to take such action, but the Company shall have no obligation to do so.
Any such record date shall be fixed at the Company’s discretion. If such a record date is
fixed, such action may be sought or given before or after the record date, but only the
Holders of Securities of record at the close of business on such record date shall be deemed
to be Holders of Securities for the purpose of determining whether Holders of the requisite
proportion of Outstanding Securities of such series have authorized or agreed or consented to
such action, and for that purpose the Outstanding Securities of such series shall be computed
as of such record date.



     Section 8.03 Persons Deemed Owners.




     (a) The Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Security is registered as the owner of such Security for the purpose
of receiving payment of principal of and premium, if any, and (subject to Section 3.08)
interest, if any, on, such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary. All payments made to any Holder, or upon
his, her or its order, shall be valid, and, to the extent of the sum or sums paid, effectual
to satisfy and discharge the liability for moneys payable upon such Security.




     (b) None of the Company, the Trustee, any Paying Agent or the Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.



     Section 8.04 Effect of Consents. After an amendment, supplement, waiver or other
action becomes effective as to any series of Securities, a consent to it by a Holder of such series
of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent
Holder of the same



 









 




Securities or portion thereof, and of any Security issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not made on any such
Security. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.




ARTICLE IX




SECURITYHOLDERS’ MEETINGS 



     Section 9.01 Purposes of Meetings. A meeting of Securityholders of any or all series
may be called at any time and from time to time pursuant to the provisions of this Article IX for
any of the following purposes:




     (a) to give any notice to the Company or to the Trustee, or to give any directions to the
Trustee, or to consent to the waiving of any Default or Event of Default hereunder and its
consequences, or to take any other action authorized to be taken by Securityholders pursuant
to any of the provisions of Article VIII;




     (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of
Article XI;




     (c) to consent to the execution of an Indenture or of indentures supplemental hereto
pursuant to the provisions of Section 14.02; or




     (d) to take any other action authorized to be taken by or on behalf of the Holders of any
specified aggregate principal amount of the Securities of any one or more or all series, as
the case may be, under any other provision of this Indenture or under applicable law.



     Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting
of all Securityholders of all series that may be affected by the action proposed to be taken, to
take any action specified in Section 9.01, to be held at such time and at such place as the Trustee
shall determine. Notice of every meeting of the Securityholders of a 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 mailed to Holders of Securities of such series at their addresses as they shall appear on
the Register of the Company. Such notice shall be mailed not less than 20 nor more than 90 days
prior to the date fixed for the meeting.



     Section 9.03 Call of Meetings by Company or Securityholders. In case at any time the
Company or the Holders of at least 10% in aggregate principal amount of the Securities of a series
(or of all series, as the case may be) then Outstanding that may be affected by the action proposed
to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series
(or of all series), by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20
days after receipt of such request, then the Company or such Securityholders may determine the time
and the place for such meeting and may call such meeting to take any action authorized in Section
9.01, by mailing notice thereof as provided in Section 9.02.



     Section 9.04 Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders, a Person shall (a) be a Holder of one or more Securities affected by the action
proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be
present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.



 









 





     Section 9.05 Regulation of Meetings.




     (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard
to proof of the holding of Securities 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 fit.




     (b) 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 Securityholders as
provided in Section 9.03, in which case the Company or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary chair. A permanent
chairman and a permanent secretary of the meeting shall be elected by majority vote of the
meeting.




     (c) At any meeting of Securityholders of a series, each Securityholder of such series of
such Securityholder’s proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series Outstanding held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Securities of such series held
by him or her or instruments in writing as aforesaid duly designating him or her as the Person
to vote on behalf of other Securityholders. At any meeting of the Securityholders duly called
pursuant to the provisions of Section 9.02 or 9.03 the presence of Persons holding or
representing Securities in an aggregate principal amount sufficient to take action upon the
business for the transaction of which such meeting was called shall be necessary to constitute
a quorum, and any such meeting may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so adjourned
without further notice.



     Section 9.06 Voting. The vote upon any resolution submitted to any meeting of
Securityholders of a 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 of the 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 duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders 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 mailed as
provided in Section 9.02. The record shall show the principal amounts of the Securities voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee.



     Any record so signed and verified shall be conclusive evidence of the matters therein stated.



     Section 9.07 No Delay of Rights by Meeting. Nothing contained in this Article IX shall
be deemed or construed to authorize or permit, by reason of any call of a meeting of
Securityholders of any 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 Securityholders of such series under any of the provisions of this Indenture
or of the Securities of such series.



 









 





ARTICLE X




REPORTS BY THE COMPANY AND THE TRUSTEE AND 



SECURITYHOLDERS’ LISTS 



     Section 10.01 Reports by Trustee.




     (a) So long as any Securities are outstanding, the Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided therein. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after
each following the date of this Indenture deliver to Holders a brief report which complies
with the provisions of such Section 313(a).




     (b) The Trustee shall, at the time of the transmission to the Holders of Securities of
any report pursuant to the provisions of this Section 10.01, file a copy of such report with
each stock exchange upon which the Securities are listed, if any, and also with the SEC in
respect of a Security listed and registered on a national securities exchange, if any. The
Company agrees to notify the Trustee when, as and if the Securities become listed on any stock
exchange.



     The Company will reimburse the Trustee for all expenses incurred in the preparation and
transmission of any report pursuant to the provisions of this Section 10.01 and of Section 10.02.



     Section 10.02 Reports by the Company. The Company shall file with the Trustee and the
SEC, and transmit to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided that, unless available on EDGAR, any such
information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act shall be filed with the Trustee within 30 days after the same is filed with the
SEC; and provided further, that the filing of the reports specified in Section 13 or 15(d) of the
Exchange Act by an entity that is the direct or indirect parent of the Company will satisfy the
requirements of this Section 10.02 so long as such entity is an obligor or guarantor on the
Securities; and provided further that the reports of such entity will not be required to include
condensed consolidating financial information for the Company in a footnote to the financial
statements of such entity.



     Section 10.03 Securityholders’ Lists. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee:




     (a) semi-annually, within 15 days after each Record Date, but in any event not less
frequently than semi-annually, a list in such form as the Trustee may reasonably require of
the names and addresses of the Holders of Securities to which such Record Date applies, as of
such Record Date, and




     (b) at such other times as the Trustee may request in writing, within 30 days after
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 shall be the Registrar, such lists shall not be required to be furnished.



ARTICLE XI




CONCERNING THE TRUSTEE 



 









 





     Section 11.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the
trusts created by this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the Holders from time to time of the Securities agree:




     (a) The Trustee shall be entitled to such compensation as the Company and the Trustee
shall from time to time agree in writing for all services rendered by it hereunder (including
in any agent capacity in which it acts). The compensation of the Trustee shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon its request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee (including the reasonable
expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence, bad faith or willful misconduct.



     The Company also agrees to indemnify each of the Trustee and any predecessor Trustee hereunder
for, and to hold it harmless against, any and all loss, liability, damage, claim, or expense
incurred without its own negligence, bad faith or willful misconduct, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder and the
performance of its duties (including in any agent capacity in which it acts), as well as 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 those attributable to its negligence,
willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.



     As security for the performance of the obligations of the Company under this Section 11.01(a),
the Trustee shall have a lien upon all property and funds held or collected by the Trustee as such,
except funds held in trust by the Trustee to pay principal of and interest on any Securities.
Notwithstanding any provisions of this Indenture to the contrary, the obligations of the Company to
compensate and indemnify the Trustee under this Section 11.01(a) shall survive the resignation or
removal of the Trustee and any satisfaction and discharge under Article XII. When the Trustee
incurs expenses or renders services after an Event of Default specified in clause (e) or (f) of
Section 7.01 occurs, the expenses and compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy, insolvency or similar
laws.




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




     (c) The Trustee shall not be responsible in any manner whatsoever for the correctness of
the recitals herein or in the Securities (except its certificates of authentication thereon)
contained, all of which are made solely by the Company; and the Trustee shall not be
responsible or accountable in any manner whatsoever for or with respect to the validity or
execution or sufficiency of this Indenture or of the Securities (except its certificates of
authentication thereon), and the Trustee makes no representation with respect thereto, 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. The Trustee shall not be accountable for the
use or application by the Company of any Securities, or the



 









 







proceeds of any Securities, authenticated and delivered by the Trustee in conformity with
the provisions of this Indenture.




     (d) The Trustee may consult with counsel of its selection, and, to the extent permitted
by Section 11.02, any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by the Trustee hereunder in good faith
and in accordance with such Opinion of Counsel.




     (e) The Trustee, to the extent permitted by Section 11.02, may rely upon the certificate
of the Secretary or one of the Assistant Secretaries of the Company as to the adoption of any
Board Resolution or resolution of the stockholders of the Company, and any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced by, and
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 may rely upon, an Officer’s Certificate of the Company (unless other evidence in
respect thereof be herein specifically prescribed).




     (f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same
rights it would have had if it were not the Trustee or such agent.




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




     (h) Any action taken by the Trustee pursuant to any provision hereof at the request or
with the consent of any Person who at the time is the Holder of any Security shall be
conclusive and binding in respect of such Security upon all future Holders thereof or of any
Security or Securities which may be issued for or in lieu thereof in whole or in part, whether
or not such Security shall have noted thereon the fact that such request or consent had been
made or given.




     (i) Subject to the provisions of Section 11.02, 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, consent, order, approval, bond,
debenture or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.




     (j) Subject to the provisions of Section 11.02, the Trustee shall not be under any
obligation to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders of the Securities, pursuant to any provision
of this Indenture, unless one or more of the Holders of the Securities shall have offered to
the Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred by it therein or thereby.




     (k) Subject to the provisions of Section 11.02, the Trustee shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized or within its
discretion or within the rights or powers conferred upon it by this Indenture.




     (l) Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have
knowledge or notice of any Default or Event of Default unless a Responsible Officer of the
Trustee



 









 







has actual knowledge thereof or unless the Holders of not less than 25% of the
Outstanding Securities notify the Trustee thereof.




     (m) Subject to the provisions of the first paragraph of Section 11.02, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but
the Trustee, may, but shall not be required to, make further inquiry or investigation into
such facts or matters as it may see fit.




     (n) 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.



     Section 11.02 Duties of Trustee.




     (a) If one or more of the Events of Default specified in Section 7.01 with respect to the
Securities of any series shall have happened, then, during the continuance thereof, the
Trustee shall, with respect to such Securities, exercise such of the rights and powers vested
in it by this Indenture, and shall use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.




     (b) None of the provisions of this Indenture shall be construed as relieving the Trustee
from liability for its own negligent action, its own negligent action, negligent failure to
act, or its own willful misconduct, except that, anything in this Indenture contained to the
contrary notwithstanding,




     (i) unless and until an Event of Default specified in Section 7.01 with respect to
the Securities of any series shall have happened which at the time is continuing,




     (A) the Trustee undertakes to perform such duties and only such duties with
respect to the Securities of that series as are specifically set out in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee, whose duties and obligations shall be determined
solely by the express provisions of this Indenture; and




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




     (ii) the Trustee shall not be liable to any Holder of Securities or to any other
Person for any error of judgment made in good faith by a Responsible Officer or Officers
of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts; and




     (iii) the Trustee shall not be liable to any Holder of Securities or to any other
Person with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the



 









 







direction of Securityholders given as provided in Section 7.06, relating to the
time, method and place of conducting any proceeding for any remedy available to it or
exercising any trust or power conferred upon it by this Indenture.




     (c) None of the provisions of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise to incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.




     (d) Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section 11.02.



     Section 11.03 Notice of Defaults. Within 90 days after the occurrence thereof, and if
known to the Trustee, the Trustee shall give to the Holders of the Securities of a series notice of
each Default or Event of Default with respect to the Securities of such series known to the
Trustee, by transmitting such notice to Holders at their addresses as the same shall then appear on
the Register of the Company, unless such Default shall have been cured or waived before the giving
of such notice (the term “Default” being hereby defined to be the events specified in Section 7.01,
which are, or after notice or lapse of time or both would become, Events of Default as defined in
said Section). Except in the case of a Default or Event of Default in payment of the principal of,
premium, if any, or interest on any of the Securities of such series when and as the same shall
become payable, or to make any sinking fund payment as to Securities of the same series, the
Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interests of the Holders of the Securities of such series.



     Section 11.04 Eligibility; Disqualification.




     (a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Trustee shall have a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition, and shall have a Corporate Trust Office. If
at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section 11.04, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.




     (b) The Trustee shall comply with TIA Section 310(b); provided, however, that there shall
be excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under
which other securities or certificates of interest or participation in other securities of the
Company are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(i) are met. 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 11.04 shall
be automatically amended to incorporate such changes.



     Section 11.05 Registration and Notice; Removal. The Trustee, or any successor to it
hereafter appointed, may at any time resign and be discharged of the trusts hereby created with
respect to any one or more or all series of Securities by giving to the Company notice in writing.
Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance
of such appointment by such



 









 




successor Trustee. Any Trustee hereunder may be removed with respect to any series of
Securities at any time by the filing with such Trustee and the delivery to the Company of an
instrument or instruments in writing signed by the Holders of a majority in principal amount of the
Securities of such series then Outstanding, specifying such removal and the date when it shall
become effective.




     If at any time:



     (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written
request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or



     (2) the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after
written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or



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



     Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable
compensation for the services rendered hereunder by such Trustee and to the payment of all
reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s
rights to indemnification provided in Section 11.01(a) shall survive its resignation or removal.



     Section 11.06 Successor Trustee by Appointment.




     (a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee
shall be removed as provided in Section 11.04(b), in which event the vacancy shall be filled
as provided in said subdivision), or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed,
or if 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 with respect to the
Securities of one or more series, a successor Trustee with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any series) may be appointed by
the Holders of a majority in principal amount of the Securities of that or those series then
Outstanding, by an instrument or instruments in writing signed in duplicate by such Holders
and filed, one original thereof with the Company and the other with the successor Trustee;
but, until a successor Trustee shall have been so appointed by the Holders of Securities of
that or those series as herein authorized, the Company, or, in case all or substantially all
the assets of the Company shall be in the possession of one or more custodians or receivers
lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a
trustee or trustees appointed under the provisions of the federal bankruptcy laws, as now or
hereafter constituted), or of assignees for the benefit of creditors, such receivers,
custodians, trustees or assignees, as the case may be, by an instrument in writing, shall
appoint a successor Trustee with respect to the Securities of such series.



 









 






Subject to the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid
of a successor Trustee with respect to the Securities of any series, the Trustee with respect
to the Securities of such series shall cease to be Trustee hereunder. After any such
appointment other than by the Holders of Securities of that or those series, the Person making
such appointment shall forthwith cause notice thereof to be mailed to the Holders of
Securities of such series at their addresses as the same shall then appear on the Register of
the Company but any successor Trustee with respect to the Securities of such series so
appointed shall, immediately and without further act, be superseded by a successor Trustee
appointed by the Holders of Securities of such series in the manner above prescribed, if such
appointment be made prior to the expiration of one year from the date of the mailing of such
notice by the Company, or by such receivers, trustees or assignees.




     (b) If any Trustee with respect to the Securities of one or more series shall resign or
be removed and a successor Trustee shall not have been appointed by the Company or by the
Holders of the Securities of such series or, if any successor Trustee so appointed shall not
have accepted its appointment within 30 days after such appointment shall have been made, the
resigning Trustee at the expense of the Company may apply to any court of competent
jurisdiction for the appointment of a successor Trustee. If in any other case a successor
Trustee shall not be appointed pursuant to the foregoing provisions of this Section 11.06
within three months after such appointment might have been made hereunder, the Holder of any
Security of the applicable series or any retiring Trustee at the expense of the Company may
apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may
thereupon, in any such case, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Trustee.




     (c) Any successor Trustee appointed hereunder with respect to the Securities of one or
more series shall execute, acknowledge and deliver to its predecessor Trustee and to the
Company, or to the receivers, trustees, assignees or court appointing it, as the case may be,
an instrument accepting such appointment hereunder, and thereupon such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations with respect to such series of such
predecessor Trustee with like effect as if originally named as Trustee hereunder, and such
predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to pay over, and such successor Trustee shall be entitled to
receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder,
subject nevertheless to its lien provided for in Section 11.01(a). Nevertheless, on the
written request of the Company or of the successor Trustee or of the Holders of at least 10%
in principal amount of the Securities of such series then Outstanding, such predecessor
Trustee, upon payment of its said charges and disbursements, shall execute and deliver an
instrument transferring to such successor Trustee upon the trusts herein expressed all the
rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver
to the successor Trustee all moneys and properties held by such predecessor Trustee, subject
nevertheless to its lien provided for in Section 11.01(a); and, upon request of any such
successor Trustee and the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such
successor Trustee all such authority, rights, powers, trusts, immunities, duties and
obligations.



     Section 11.07 Successor Trustee by Merger. Any Person into which the Trustee or any
successor to it in the trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee or any such successor to it shall be a
party, or any Person to which the Trustee or any successor to it shall sell or otherwise transfer
all or substantially all of the corporate trust business of the Trustee, shall be the successor
Trustee under this Indenture without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided that such Person shall be



 









 




otherwise qualified and eligible under this Article. In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of
Securities, any of such Securities shall have been authenticated but not delivered by the Trustee
then in office, any successor to such Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.




     Section 11.08 Right to Rely on Officer’s Certificate. Subject to Section 11.02, and
subject to the provisions of Section 16.01 with respect to the certificates required thereby,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate with
respect thereto delivered to the Trustee, and such Officer’s Certificate, in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture
upon the faith thereof.



     Section 11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent
(the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities,
and the Trustee shall give written notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve. Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. 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.



     Each Authenticating Agent shall at all times be a corporation organized and doing business and
in good standing under the laws of the United States, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the purposes of this
Article XI, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Article XI, it shall resign immediately in the manner and with the effect specified in this Article
XI.



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



 









 





     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 11.09, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section 11.09.



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.09, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 11.01.



     Section 11.10 Communications by Securityholders with Other Securityholders. Holders of
Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders
with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act
with respect to such communications.



ARTICLE XII




SATISFACTION AND DISCHARGE; DEFEASANCE 



     Section 12.01 Applicability of Article. If, pursuant to Section 3.01, provision is
made for the defeasance of Securities of a series and if the Securities of such series are
denominated and payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then
the provisions of this Article shall be applicable except as otherwise specified pursuant to
Section 3.01 for Securities of such series. Defeasance provisions, if any, for Securities
denominated in a Foreign Currency may be specified pursuant to Section 3.01.



     Section 12.02 Satisfaction and Discharge of Indenture. This Indenture, with respect to
the Securities of any series (if all series issued under this Indenture are not to be affected),
shall, upon Company Order, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Securities herein expressly provided for and rights to
receive payments of principal of and premium, if any, and interest on such Securities) and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when,




     (a) either:




     (i) all Securities of such series theretofore authenticated and delivered (other
than (A) Securities that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 3.07 and (B) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section
6.03) have been delivered to the Trustee for cancellation; or




     (ii) all Securities of such series not theretofore delivered to the Trustee for
cancellation,



 









 






     (A) have become due and payable, or




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




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


and in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee
or Paying Agent as trust funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to
pay and discharge the entire Indebtedness on such Securities for principal and premium, if any, and
interest to the date of such deposit (in the case of Securities that have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event a
petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to
the Company within 91 days after the deposit and the Trustee is required to return the moneys then
on deposit with the Trustee to the Company, the obligations of the Company under this Indenture
with respect to such Securities shall not be deemed terminated or discharged;





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




     (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to such series have been complied
with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 11.01 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the obligations of the
Trustee under Section 12.06 and the last paragraph of Section 6.03(e) shall survive.



     Section 12.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the
Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below)
from its obligations with respect to Securities of any series on the first day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in Section 6.04 with respect
to Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive
covenant added for the benefit of such series pursuant to Section 3.01) at any time after the
applicable conditions set forth below have been satisfied:




     (a) The Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series (i) money in an amount, or
(ii) U.S. Government Obligations (as defined below) that through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (iii) a combination of (i) and
(ii), sufficient to pay and discharge each installment of principal (including any mandatory
sinking fund payments) of and premium, if any, and interest on, the Outstanding Securities of
such series on the dates such installments of interest or principal and premium are due;



 









 






     (b) No Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit (other than a Default resulting from the borrowing of
funds and the grant of any related liens to be applied to such deposit); and




     (c) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that Holders of the Securities of such series will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of the Company’s exercise of its option under this
Section and will be subject to federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such action had not been exercised and,
in the case of the Securities of such series being Discharged accompanied by a ruling to that
effect received from or published by the Internal Revenue Service.



     “Discharged” means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Securities of such series (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive, from the trust
fund described in clause (a) above, payment of the principal of and premium, if any, and interest
on such Securities when such payments are due, (B) the Company’s obligations with respect to
Securities of such series under Sections 3.04, 3.06, 3.07, 6.02 and 12.06 and (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States for the payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States
the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States, that, in either case under clauses (i) or (ii) are not callable or redeemable
at the action of the issuer thereof, and shall also include a depositary receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depositary receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt.



     Section 12.04 Repayment to Company. The Trustee and any Paying Agent shall promptly
pay to the Company (or to its designee) upon Company Order any excess moneys or U.S. Government
Obligations held by them at any time. The provisions of the last paragraph of Section 6.03 shall
apply to any money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of any series of Securities for which money or U.S.
Government Obligations have been deposited pursuant to Section 12.03.



     Section 12.05 Indemnity for U.S. Government Obligations. The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
deposited U.S. Government Obligations or the principal or interest received on such U.S. Government
Obligations.



     Section 12.06 Application of Trust Money.




     (a) Subject to any applicable abandoned property law, neither the Trustee nor any other
paying agent shall be required to pay interest on any moneys deposited pursuant to the
provisions of this Indenture, except such as it shall agree with the Company in writing to pay
thereon. Any moneys so deposited for the payment of the principal of, or premium, if any, or
interest on the Securities of any



 









 







series and remaining unclaimed for two years after the date of the maturity of the
Securities of such series or the date fixed for the redemption of all the Securities of such
series at the time outstanding, as the case may be, shall be repaid by the Trustee or such
other paying agent to the Company upon its written request and thereafter, anything in this
Indenture to the contrary notwithstanding, any rights of the Holders of Securities of such
series in respect of which such moneys shall have been deposited shall be enforceable only
against the Company, and all liability of the Trustee or such other paying agent with respect
to such moneys shall thereafter cease.




     (b) Subject to the provisions of the foregoing paragraph, any moneys which at any time
shall be deposited by the Company or on its behalf with the Trustee or any other paying agent
for the purpose of paying the principal of, premium, if any, and interest on any of the
Securities shall be and are hereby assigned, transferred and set over to the Trustee or such
other paying agent in trust for the respective Holders of the Securities for the purpose for
which such moneys shall have been deposited; but such moneys need not be segregated from other
funds except to the extent required by law.



     Section 12.07 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing
provisions of this Article, if the Securities of any series are payable in a Currency other than
U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the
Trustee or paying agent under the foregoing provisions of this Article shall be as set forth in the
Officer’s Certificate or established in the supplemental indenture under which the Securities of
such series are issued.



ARTICLE XIII




IMMUNITY OF CERTAIN PERSONS 



     Section 13.01 No Personal Liability. No recourse shall be had for the payment of the
principal of, or the premium, if any, or interest on, any Security or for any claim based thereon
or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation,
covenant or agreement of this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this Indenture and the
Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present
or future, of the Company or of any successor corporation, either directly or through the Company
or any successor corporation, because of the incurring of the Indebtedness hereby authorized or
under or by reason of any of the obligations, covenants, promises or agreements contained in this
Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all
liability, if any, of that character against every such incorporator, stockholder, officer and
director is, by the acceptance of the Securities and as a condition of, and as part of the
consideration for, the execution of this Indenture and the issue of the Securities expressly waived
and released.



ARTICLE XIV




SUPPLEMENTAL INDENTURES 



     Section 14.01 Without Consent of Securityholders. Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, the Company and the Trustee,
at any time and from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any one or more of or all the following purposes:



 









 






     (a) to add to the covenants and agreements of the Company, to be observed thereafter and
during the period, if any, in such supplemental indenture or indentures expressed, and to add
Events of Default, in each case for the protection or benefit of the Holders of all or any
series of the Securities (and if such covenants, agreements and Events of Default are to be
for the benefit of fewer than all series of Securities, stating that such covenants,
agreements and Events of Default are expressly being included for the benefit of such series
as shall be identified therein), or to surrender any right or power herein conferred upon the
Company;




     (b) to delete or modify any Events of Default with respect to all or any series of the
Securities, the form and terms of which are being established pursuant to such supplemental
indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to
fewer than all such series of the Securities, specifying the series to which such Event of
Default is applicable), and to specify the rights and remedies of the Trustee and the Holders
of such Securities in connection therewith;




     (c) to add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any, on Securities;
provided that any such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect;




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




     (e) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and obligations of the
Company contained in the Securities of one or more series and in this Indenture or any
supplemental indenture;




     (f) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to one or more series of Securities and to add to or change any of the
provisions of this Indenture as shall be necessary for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);




     (g) to secure any series of Securities;




     (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07
hereof as permitted by the terms thereof;




     (i) to cure or reform any ambiguity mistake, manifest error, omission, defect or
inconsistency, or to conform the text of any provision herein or in any indenture supplemental
hereto to any description thereof in the applicable section of a prospectus, prospectus
supplement or other offering document that was intended to be a verbatim recitation of a
provision of this Indenture of any indenture supplemental hereto;




     (j) to add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture Act;




     (k) to add guarantors or co-obligors with respect to any series of Securities;



 









 






     (l) to make any change in any series of Securities that does not adversely affect in any
material respect the interests of the Holders of such Securities;




     (m) to provide for uncertificated securities in addition to certificated securities;




     (n) 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;
provided that any such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities;




     (o) to prohibit the authentication and delivery of additional series of Securities; or




     (p) to establish the form and terms of Securities of any series as permitted in Section
3.01, or to authorize the issuance of additional Securities of a series previously authorized
or to add to the conditions, limitations or restrictions on the authorized amount, terms or
purposes of issue, authentication or delivery of the Securities of any series, as herein set
forth, or other conditions, limitations or restrictions thereafter to be observed.



     Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company
in the execution of any such supplemental indenture, to make the further agreements and
stipulations which may be therein contained and to accept the conveyance, transfer, assignment,
mortgage or pledge of any property or assets thereunder.



     Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed
by the Company and the Trustee without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 14.02.



     Section 14.02 With Consent of Securityholders; Limitations.




     (a) With the consent of the Holders (evidenced as provided in Article VIII) of a majority
in aggregate principal amount of the Outstanding Securities of each series affected by such
supplemental indenture voting separately, the Company and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any provisions of this
Indenture or of modifying in any manner the rights of the Holders of the Securities of such
series to be affected; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of each such series affected thereby,




     (i) extend the Stated Maturity of the principal of, or any installment of interest
on, any Security, or reduce the principal amount thereof or the interest thereon or any
premium payable upon redemption thereof, or extend the Stated Maturity of, or change the
Currency in which the principal of and premium, if any, or interest on such Security is
denominated or payable, 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 7.02, or impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or materially adversely affect the economic
terms of any right to convert or exchange any Security as may be provided pursuant to
Section 3.01; or



 









 






     (ii) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any 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




     (iii) modify any of the provisions of this Section, Section 7.06 or Section 6.06,
except to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in this Section and Section 6.06, or the deletion
of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or




     (iv) modify, without the written consent of the Trustee, the rights, duties or
immunities of the Trustee.




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




     (c) It shall not be necessary for the consent of the Securityholders under this Section
14.02 to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.




     (d) The Company may set a record date for purposes of determining the identity of the
Holders of each series of Securities entitled to give a written consent or waive compliance by
the Company as authorized or permitted by this Section. Such record date shall not be more
than 30 days prior to the first solicitation of such consent or waiver or the date of the most
recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section
312 of the Trust Indenture Act.




     (e) Promptly after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section 14.02, the Company shall mail a notice,
setting forth in general terms the substance of such supplemental indenture, to the Holders of
Securities at their addresses as the same shall then appear in the Register of the Company.
Any failure of the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.



     Section 14.03 Trustee Protected. Upon the request of the Company, accompanied by the
Officer’s Certificate and Opinion of Counsel required by Section 16.01 stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture, and evidence
reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is
to be executed pursuant to Section 14.02, the Trustee shall join with the Company in the execution
of said supplemental indenture unless said supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee
shall be fully protected in relying upon such Officer’s Certificate and an Opinion of Counsel.



 









 





     Section 14.04 Effect of Execution of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article XIV, this Indenture shall be
deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly
provided, the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Holders of all of the Securities or of the
Securities of any series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.



     Section 14.05 Notation on or Exchange of Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in the form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of
the Company, to any modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall
be made without cost to the Holders of the Securities.



     Section 14.06 Conformity with TIA. Every supplemental indenture executed pursuant to
the provisions of this Article shall conform to the requirements of the Trust Indenture Act as then
in effect.



ARTICLE XV




SUBORDINATION OF SECURITIES 



     Section 15.01 Agreement to Subordinate. In the event a series of Securities is
designated as subordinated pursuant to Section 3.01, and except as otherwise provided in a Company
Order or in one or more indentures supplemental hereto, the Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of Securities of such series by his, her or its
acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and
premium, if any) and interest, if any, on each and all of the Securities of such series is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment
to the prior payment in full of all Senior Indebtedness. In the event a series of Securities is not
designated as subordinated pursuant to Section 3.01(s), this Article XV shall have no effect upon
the Securities.



     Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities. Subject to Section 15.01, upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization
under applicable bankruptcy law):




     (a) the holders of all Senior Indebtedness shall be entitled to receive payment in full
of the principal thereof (and premium, if any) and interest due thereon before the Holders of
the Securities are entitled to receive any payment upon the principal (or premium, if any) or
interest, if any, on Indebtedness evidenced by the Securities; and



 









 






     (b) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article XV shall be paid by the
liquidation trustee or agent or other Person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders
of Senior Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid
on account of the principal of (and premium, if any) and interest on the Senior Indebtedness
held or represented by each, to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness; and




     (c) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities
prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities
before all Senior Indebtedness is paid in full, such payment or distribution shall be paid
over, upon written notice to a Responsible Officer of the Trustee, to the holder of such
Senior Indebtedness or his, her or its representative or representatives or to the trustee or
trustees under any indenture under which any instrument evidencing any of such Senior
Indebtedness may have been issued, ratably as aforesaid, as calculated by the Company, for
application to payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.




     (d) Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the rights of the holders of Senior Indebtedness (to the
extent that distributions otherwise payable to such holder have been applied to the payment of
Senior Indebtedness) to receive payments or distributions of cash, property or securities of
the Company applicable to Senior Indebtedness until the principal of (and premium, if any) and
interest, if any, on the Securities shall be paid in full and no such payments or
distributions to the Holders of the Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be
deemed to be a payment by the Company to or on account of the Securities. It is understood
that the provisions of this Article XV are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in
this Indenture or in the Securities is intended to or shall impair, as between the Company,
its creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the Holders of the Securities and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities
prevent the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any,
under this Article XV of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon any payment or
distribution of assets of the Company referred to in this Article XV, the Trustee, subject to
the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the Trustee for
the purpose of ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the



 









 







amount or amounts paid or distributed thereof and all other facts pertinent thereto or to
this Article XV.



     Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness.
Subject to Section 15.01, no payment by the Company on account of principal (or premium, if any),
sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a default on
Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its
maturity and (ii) the default is the subject of judicial proceedings or the Company has received
notice of such default. The Company may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness
has been made or duly provided for in money or money’s worth.



     In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee
when such payment is prohibited by the preceding paragraph of this Section 15.03, such payment
shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of
such Senior Indebtedness or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, but only to the extent that the
holders of such Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on
such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid
to the holders of such Senior Indebtedness.



     Section 15.04 Payments on Securities Permitted. Subject to Section 15.01, nothing
contained in this Indenture or in any of the Securities shall (a) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as provided in Sections
15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it
hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if
any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its
Corporate Trust Office written notice of any fact prohibiting the making of such payment from the
Company or from the holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee more than two Business Days prior to the date fixed for such payment.



     Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 15.01, each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his, her or its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XV and appoints the Trustee
his attorney-in-fact for any and all such purposes.



     Section 15.06 Notices to Trustee. The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies or assets to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article XV. Subject to Section 15.01, notwithstanding the
provisions of this Article XV or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or
assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the
Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the
Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or
from the holder of any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of
such trustee and, prior to the receipt of any such written notice, the Trustee shall be entitled in
all respects conclusively to presume that no such facts exist; provided, however, that if at least
two Business



 









 




Days prior to the date upon which by the terms hereof any such moneys or assets may become
payable for any purpose (including, without limitation, the payment of either the principal (or
premium, if any) or interest, if any, on any Security) a Responsible Officer of the Trustee shall
not have received with respect to such moneys or assets the notice provided for in this Section
15.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys or assets and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary which may be received
by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given
by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XV, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XV and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment.




     Section 15.07 Trustee as Holder of Senior Indebtedness. Subject to Section 15.01, the
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV
in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder
of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of
any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or payments
to, the Trustee under or pursuant to Sections 7.05 or 11.01.



     Section 15.08 Modifications of Terms of Senior Indebtedness. Subject to Section 15.01,
any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the
holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing
Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made
or done all without notice to or assent from the Holders of the Securities or the Trustee. No
compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver,
consent or other action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is
in accordance with the provisions of any applicable document, shall in any way alter or affect any
of the provisions of this Article XV or of the Securities relating to the subordination thereof.



     Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent. Subject
to Section 15.01, upon any payment or distribution of assets of the Company referred to in this
Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely
upon any order or decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article XV.



     Section 15.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance. Subject
to Section 15.01, amounts and U.S. Government Obligations deposited in trust with the Trustee
pursuant to



 









 




and in accordance with Article XII and not, at the time of such deposit, prohibited to be deposited
under Sections 15.02 or 15.03 shall not be subject to this Article XV.




     Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect
to the holders of Senior Indebtedness, the Trustee undertakes to perform or observe only such of
its covenants and obligations as are specifically set forth in this Article XV, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay
over or distribute to or on behalf of Holders of Securities or the Company, or any other Person,
moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this
Article XV or otherwise.



ARTICLE XVI




MISCELLANEOUS PROVISIONS 



     Section 16.01 Certificates and Opinions as to Conditions Precedent.




     (a) Upon any request or application by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the furnishing of
such document is specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be furnished.




     (b) Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in this Indenture
(other than the certificates provided pursuant to Section 6.05 of this Indenture) shall
include (i) a statement that the Person giving such certificate or opinion has read such
covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or she has made
such examination or investigation as is necessary to enable such Person to express an informed
view or opinion as to whether or not such covenant or condition has been complied with; and
(iv) a statement as to whether or not, in the view or opinion of such Person, such condition
or covenant has been complied with.




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




     (d) Any certificate, statement or opinion of an officer of the Company or of counsel to
the Company may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of,



 









 







or representations by, an accountant or firm of accountants, unless such officer or
counsel, as the case may be, knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the accounting matters upon
which his or her certificate, statement or opinion may be based are erroneous. Any certificate
or opinion of any firm of independent registered public accountants filed with the Trustee
shall contain a statement that such firm is independent.




     (e) 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.




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



     Section 16.02 Trust Indenture Act Controls. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture by any of the
provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.



     Section 16.03 Notices to the Company and Trustee. Any notice or demand authorized by
this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee
shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed,
delivered or telefaxed to:




     (a) the Company, at 303-A College Road East, Princeton, New Jersey 08540, Attention:
Chief Financial Officer, Facsimile No.:                     , or at such other address or facsimile
number as may have been furnished in writing to the Trustee by the Company.




     (b) the Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust
Administrator.


Any such notice, demand or other document shall be in the English language.




     Section 16.04 Notices to Securityholders; Waiver. Any notice required or permitted to
be given to Securityholders shall be sufficiently given (unless otherwise herein expressly
provided),




     (a) if to Holders, if given in writing by first class mail, postage prepaid, to such
Holders at their addresses as the same shall appear on the Register of the Company.




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




     (c) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance on such waiver. In any case where notice to Holders is given by
mail; neither the failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the



 









 







sufficiency of such notice with respect to other Holders, and any notice that is mailed
in the manner herein provided shall be conclusively presumed to have been duly given. In any
case where notice to Holders is given by publication, any defect in any notice so published as
to any particular Holder shall not affect the sufficiency of such notice with respect to other
Holders, and any notice that is published in the manner herein provided shall be conclusively
presumed to have been duly given.



     Section 16.05 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in
any case where any Interest Payment Date, Redemption Date or Maturity of any Security of any series
shall not be a Business Day at any Place of Payment for the Securities of that series, then payment
of principal and premium, if any, or interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.



     Section 16.06 Effects 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 16.07 Successors and Assigns. All covenants and agreements in this Indenture
by the parties hereto shall bind their respective successors and assigns and inure to the benefit
of their permitted successors and assigns, whether so expressed or not.



     Section 16.08 Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 16.09 Benefits of Indenture. Nothing in this Indenture expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or to give to, any Person or corporation other than the parties hereto and their successors
and the Holders of the Securities any benefit or any right, remedy or claim under or by reason of
this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be
for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of
the Securities.



     Section 16.10 Counterparts Originals. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     Section 16.11 Governing Law; Waiver of Trial by Jury. This Indenture and the
Securities shall be deemed to be contracts made under the law of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the law of said State.



     EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.



[signature page follows]







 









 








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



	 	 	 	 	 
	 	DOLLAR FINANCIAL CORP.,

as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	                                                            ,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: