exv4w1






EXHIBIT 4.1




 





COINSTAR, INC.,




ISSUER




TO




                                                            ,




TRUSTEE




 






INDENTURE




 






[SUBORDINATED] DEBT SECURITIES




 






DATED AS OF                                         , 20___




 





 









 





     Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and
Indenture



	 	 	 
	Trust Indenture Act	 	Indenture
	    of 1939 Section	 	Section
	310 (a)(1)
	 	6.8
	(a)(2)
	 	6.8
	(a)(3)
	 	TIA
	(a)(4)
	 	Not Applicable
	(a)(5)
	 	TIA
	(b)
	 	6.9
	(c)
	 	TIA
	 	 	 
	311 (a)
	 	TIA
	(b)
	 	TIA
	(c)
	 	TIA
	 	 	 
	312 (a)
	 	7.1
	(b)
	 	7.2
	(c)
	 	7.2
	 	 	 
	313 (a)
	 	7.3
	(b)
	 	7.3
	(c)
	 	7.3
	(d)
	 	7.3
	 	 	 
	314 (a)
	 	7.4
	(b)
	 	Not Applicable
	(c)(1)
	 	1.2
	(c)(2)
	 	1.2
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	1.2
	(f)
	 	1.2
	 	 	 
	315 (a)
	 	TIA
	(b)
	 	6.3
	(c)
	 	TIA
	(d)(1)
	 	TIA
	(d)(2)
	 	TIA
	(d)(3)
	 	TIA
	(e)
	 	TIA
	 	 	 
	316 (a) (last sentence)
	 	1.1
	(a)(1)(A)
	 	5.2; 5.12
	(a)(1)(B)
	 	5.13
	(b)
	 	5.8
	(c)
	 	TIA
	 	 	 
	317 (a)(1)
	 	5.3
	(a)(2)
	 	5.4






 









 






	 	 	 
	Trust Indenture Act	 	Indenture
	    of 1939 Section	 	Section
	(b)
	 	10.3
	 	 	 
	318 (a)
	 	1.1
	(b)
	 	10.8
	(c)
	 	1.1; TIA









 




	
	This reconciliation and tie section does not constitute part of the Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 1.1.
	 	Definitions	 	 	1	 
	Section 1.2.
	 	Compliance Certificates and Opinions	 	 	10	 
	Section 1.3.
	 	Form of Documents Delivered to Trustee	 	 	11	 
	Section 1.4.
	 	Acts of Holders	 	 	11	 
	Section 1.5.
	 	Notices, Etc. to the Trustee and the Company	 	 	13	 
	Section 1.6.
	 	Notice to Holders of Securities; Waiver	 	 	13	 
	Section 1.7.
	 	Language of Notices	 	 	14	 
	Section 1.8.
	 	Conflict with Trust Indenture Act	 	 	14	 
	Section 1.9.
	 	Effect of Headings and Table of Contents	 	 	14	 
	Section 1.10.
	 	Successors and Assigns	 	 	15	 
	Section 1.11.
	 	Separability Clause	 	 	15	 
	Section 1.12.
	 	Benefits of Indenture	 	 	15	 
	Section 1.13.
	 	Governing Law	 	 	15	 
	Section 1.14.
	 	Legal Holidays	 	 	15	 
	Section 1.15.
	 	Counterparts	 	 	15	 
	Section 1.16.
	 	Judgment Currency	 	 	16	 
	Section 1.17.
	 	No Security Interest Created	 	 	16	 
	Section 1.18.
	 	Limitation on Individual Liability	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 2. SECURITIES FORMS	 	 	17	 
	Section 2.1.
	 	Forms Generally	 	 	17	 
	Section 2.2.
	 	Form of Trustee's Certificate of Authentication	 	 	17	 
	Section 2.3.
	 	Securities in Global Form	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 3. THE SECURITIES	 	 	18	 
	Section 3.1.
	 	Amount Unlimited; Issuable in Series	 	 	18	 
	Section 3.2.
	 	Currency; Denominations	 	 	22	 
	Section 3.3.
	 	Execution, Authentication, Delivery and Dating	 	 	22	 
	Section 3.4.
	 	Temporary Securities	 	 	24	 
	Section 3.5.
	 	Registration, Transfer and Exchange	 	 	24	 
	Section 3.6.
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	27	 
	Section 3.7.
	 	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved	 	 	28	 
	Section 3.8.
	 	Persons Deemed Owners	 	 	30	 






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	 	 	 	 	Page
	Section 3.9.
	 	Cancellation	 	 	30	 
	Section 3.10.
	 	Computation of Interest	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE 4. SATISFACTION AND DISCHARGE OF INDENTURE	 	 	31	 
	Section 4.1.
	 	Satisfaction and Discharge	 	 	31	 
	Section 4.2.
	 	Defeasance and Covenant Defeasance	 	 	32	 
	Section 4.3.
	 	Application of Trust Money	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE 5. REMEDIES	 	 	36	 
	Section 5.1.
	 	Events of Default	 	 	36	 
	Section 5.2.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	38	 
	Section 5.3.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	39	 
	Section 5.4.
	 	Trustee May File Proofs of Claim	 	 	39	 
	Section 5.5.
	 	Trustee May Enforce Claims Without Possession of Securities or Coupons	 	 	40	 
	Section 5.6.
	 	Application of Money Collected	 	 	40	 
	Section 5.7.
	 	Limitations on Suits	 	 	41	 
	Section 5.8.
	 	Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts	 	 	41	 
	Section 5.9.
	 	Restoration of Rights and Remedies	 	 	42	 
	Section 5.10.
	 	Rights and Remedies Cumulative	 	 	42	 
	Section 5.11.
	 	Delay or Omission Not Waiver	 	 	42	 
	Section 5.12.
	 	Control by Holders of Securities	 	 	42	 
	Section 5.13.
	 	Waiver of Past Defaults	 	 	43	 
	Section 5.14.
	 	Waiver of Usury, Stay or Extension Laws	 	 	43	 
	Section 5.15.
	 	Undertaking for Costs	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE 6. THE TRUSTEE	 	 	44	 
	Section 6.1.
	 	Certain Duties and Responsibilities	 	 	44	 
	Section 6.2.
	 	Certain Rights of Trustee	 	 	44	 
	Section 6.3.
	 	Notice of Defaults	 	 	46	 
	Section 6.4.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	46	 
	Section 6.5.
	 	May Hold Securities	 	 	46	 
	Section 6.6.
	 	Money Held in Trust	 	 	47	 
	Section 6.7.
	 	Compensation and Reimbursement	 	 	47	 
	Section 6.8.
	 	Corporate Trustee Required; Eligibility	 	 	48	 
	Section 6.9.
	 	Resignation and Removal; Appointment of Successor	 	 	48	 
	Section 6.10.
	 	Acceptance of Appointment by Successor	 	 	49	 
	Section 6.11.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	50	 
	Section 6.12.
	 	Appointment of Authenticating Agent	 	 	51	 






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	 	 	 	 	Page
	ARTICLE 7. HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	52	 
	Section 7.1.
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	52	 
	Section 7.2.
	 	Preservation of Information; Communications to Holders	 	 	53	 
	Section 7.3.
	 	Reports by Trustee	 	 	53	 
	Section 7.4.
	 	Reports by Company	 	 	53	 
	 
	 	 	 	 	 	 
	ARTICLE 8. CONSOLIDATION, MERGER AND SALES	 	 	54	 
	Section 8.1.
	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	54	 
	Section 8.2.
	 	Successor Person Substituted for Company	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE 9. SUPPLEMENTAL INDENTURES	 	 	55	 
	Section 9.1.
	 	Supplemental Indentures Without Consent of Holders	 	 	55	 
	Section 9.2.
	 	Supplemental Indentures With Consent of Holders	 	 	56	 
	Section 9.3.
	 	Execution of Supplemental Indentures	 	 	57	 
	Section 9.4.
	 	Effect of Supplemental Indentures	 	 	58	 
	Section 9.5.
	 	Reference in Securities to Supplemental Indentures	 	 	58	 
	Section 9.6.
	 	Conformity With Trust Indenture Act	 	 	58	 
	Section 9.7.
	 	Notice of Supplemental Indenture	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE 10. COVENANTS	 	 	58	 
	Section 10.1.
	 	Payment of Principal, Any Premium, Interest and Additional Amounts	 	 	58	 
	Section 10.2.
	 	Maintenance of Office or Agency	 	 	59	 
	Section 10.3.
	 	Money for Securities Payments to be Held in Trust	 	 	60	 
	Section 10.4.
	 	Additional Amounts	 	 	61	 
	Section 10.5.
	 	[Reserved.]	 	 	62	 
	Section 10.6.
	 	[Reserved.]	 	 	62	 
	Section 10.7.
	 	Corporate Existence	 	 	62	 
	Section 10.8.
	 	Waiver of Certain Covenants	 	 	62	 
	Section 10.9.
	 	Company Statement as to Compliance; Notice of Certain Defaults	 	 	62	 
	 
	 	 	 	 	 	 
	ARTICLE 11. REDEMPTION OF SECURITIES	 	 	63	 
	Section 11.1.
	 	Applicability of Article	 	 	63	 
	Section 11.2.
	 	Election to Redeem; Notice to Trustee	 	 	63	 
	Section 11.3.
	 	Selection by Trustee of Securities to be Redeemed	 	 	63	 
	Section 11.4.
	 	Notice of Redemption	 	 	64	 
	Section 11.5.
	 	Deposit of Redemption Price	 	 	65	 
	Section 11.6.
	 	Securities Payable on Redemption Date	 	 	66	 
	Section 11.7.
	 	Securities Redeemed in Part	 	 	66	 






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	 	 	 	 	Page
	ARTICLE 12. SINKING FUNDS	 	 	67	 
	Section 12.1.
	 	Applicability of Article	 	 	67	 
	Section 12.2.
	 	Satisfaction of Sinking Fund Payments With Securities	 	 	67	 
	Section 12.3.
	 	Redemption of Securities for Sinking Fund	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE 13 . REPAYMENT AT THE OPTION OF HOLDERS	 	 	68	 
	Section 13.1.
	 	Applicability of Article	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE 14. SECURITIES IN FOREIGN CURRENCIES	 	 	68	 
	Section 14.1.
	 	Applicability of Article	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE 15. MEETINGS OF HOLDERS OF SECURITIES	 	 	69	 
	Section 15.1.
	 	Purposes for Which Meetings May Be Called	 	 	69	 
	Section 15.2.
	 	Call, Notice and Place of Meetings	 	 	69	 
	Section 15.3.
	 	Persons Entitled to Vote at Meetings	 	 	69	 
	Section 15.4.
	 	Quorum; Action	 	 	70	 
	Section 15.5.
	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	 	70	 
	Section 15.6.
	 	Counting Votes and Recording Action of Meetings	 	 	71	 
	 
	 	 	 	 	 	 
	[ARTICLE 16. SUBORDINATION OF SECURITIES	 	 	71	 
	Section 16.1.
	 	Securities Subordinate to Senior Indebtedness	 	 	71	 
	Section 16.2.
	 	Payment Over of Proceeds Upon Dissolution, Etc.	 	 	72	 
	Section 16.3.
	 	No Payment when Senior Indebtedness in Default	 	 	73	 
	Section 16.4
	 	Reliance by Senior Indebtedness on Subordination Provisions	 	 	74	 
	Section 16.5.
	 	Payment Permitted If No Default	 	 	74	 
	Section 16.6.
	 	Subrogation to Rights of Holders of Senior Indebtedness	 	 	74	 
	Section 16.7.
	 	Provisions Solely to Define Relative Rights	 	 	75	 
	Section 16.8.
	 	Trustee to Effectuate Subordination	 	 	75	 
	Section 16.9.
	 	No Waiver of Subordination Provisions	 	 	75	 
	Section 16.10.
	 	Notice to Trustee	 	 	76	 
	Section 16.11.
	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	 	76	 
	Section 16.12.
	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	 	76	 
	Section 16.13.
	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	 	 	76	 
	Section 16.14.
	 	Article Applicable to Paying Agents	 	 	77	 
	Section 16.15.
	 	Defeasance of this Article 16.	 	 	77]	 






 









 





     INDENTURE, dated as of                     , 20___ (the “Indenture”), among COINSTAR, INC., a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter called the
“Company”), having its principal executive office located at 1800 114th Avenue S.E., Bellevue,
Washington 98004, and                                         , a                                      
   , as trustee (hereinafter called
the “Trustee”), having its Corporate Trust Office located at                                         .



RECITALS




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



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



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE 1.




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 1.1. Definitions.




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



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




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




 









 








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




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




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




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



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



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



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



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



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



     “Authorized Officer” means, when used with respect to the Company, the Chairman of the Board
of Directors, the Chief Executive Officer, any Vice President, the Chief Financial Officer, the
Chief Operating Officer, the Chief Accounting Officer, the Secretary or an Assistant Secretary, of
the Company.



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



-2-









 





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



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



     “Business Day,” with respect to any Place of Payment or other location, means, unless
otherwise specified with respect to any Securities pursuant to Section 3.1, any day other than a
Saturday, Sunday or other day on which banking institutions in such Place of Payment or other
location are authorized or obligated by law, regulation or executive order to close.



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



     “Capitalized Lease Obligation” means an obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with generally accepted accounting
principles, and the amount of Indebtedness represented by such obligation shall be the capitalized
amount of such obligation determined in accordance with such principles.



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



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



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



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



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



-3-









 





     “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at
any particular time its corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located at                                         .



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



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



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



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



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



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



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



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



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



-4-









 





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



     “Indebtedness” means, with respect to any Person, (i) the principal of and any premium and
interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which such Person is
responsible or liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all conditional sale
obligations and all obligations under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other
than obligations described in (i) through (iii) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the letter of credit);
(v) all obligations of the type referred to in clauses (i) through (iv) of other Persons and all
dividends of other Persons for the payment of which, in either case, such Person is responsible or
liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons secured by any lien on any property or asset of such
Person (whether or not such obligation is assumed by such Person), the amount of such obligation
being deemed to be the lesser of the value of such property or assets or the amount of the
obligation so secured; and (vii) any amendments, modifications, refundings, renewals or extensions
of any indebtedness or obligation described as Indebtedness in clauses (i) through (vi) above.



     “Indenture” means this instrument as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof and, with respect to any Security, by the terms and provisions of such Security and any
Coupon appertaining thereto established pursuant to Section 3.1 (as such terms and provisions may
be amended pursuant to the applicable provisions hereof).



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



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



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     “Interest,” with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity and, when used with respect to
a Security which provides for the payment of Additional Amounts pursuant to Section 10.4, includes
such Additional Amounts.



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



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



     “Legal Holidays” has the meaning specified in Section 1.14.



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



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



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



     “Officer’s Certificate” means a certificate signed by an Authorized Officer that complies with
the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.



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



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



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



     (a) any such Security theretofore cancelled by the Trustee or the Security Registrar or
delivered to the Trustee or the Security Registrar for cancellation;



     (b) any such Security for whose payment at the Maturity thereof money in the necessary amount
has been theretofore deposited pursuant hereto (other than pursuant to Section 4.2) with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities and any Coupons appertaining thereto, provided that, if such Securities are to be
redeemed, notice of



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such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;



     (c) any such Security with respect to which the Company has effected defeasance pursuant to
the terms hereof, except to the extent provided in Section 4.2;



     (d) any such Security which has been paid pursuant to Section 3.6 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
unless there shall have been presented to the Trustee proof satisfactory to it that such Security
is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company;
and



     (e) any such Security converted or exchanged as contemplated by this Indenture into securities
of the Company or another issuer, if the terms of such Security provide for such conversion or
exchange pursuant to Section 3.1;



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



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



     [“Payment Blockage Notice” has the meaning specified in Section 16.3.]



     [“Payment Blockage Period” has the meaning specified in Section 16.3.]



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



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



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



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



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



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



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



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



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



     “Responsible Officer” means any vice president, any assistant vice president, the secretary,
any assistant secretary, the treasurer, any assistant treasurer, or any trust officer or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.



     “Restricted Subsidiary” has the meaning specified in the Indenture, as supplemented or amended
as applicable.



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



     [“Securities Payment” has the meaning specified in Section 16.2.]



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



     [“Senior Indebtedness” means (x) all Indebtedness for money borrowed of the Company and other
Indebtedness of the Company referred to in the definition of Indebtedness other than in clause
(iii) thereof, whether incurred on or prior to the date of this Indenture or thereafter incurred,
other than the Securities and (y) amendments, renewals, extensions, modifications, refinancings and
refundings of any such Indebtedness; provided, however, the following shall not
constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a
Subsidiary of the Company and (B) any Indebtedness which by the terms of the instrument creating or
evidencing the same is not superior in right of payment to the Securities.]



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



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



     “Subsidiary” means, in respect of any Person, any Corporation, limited or general partnership
or other business entity of which at the time of determination more than 50% of the voting power of
the shares of its Capital Stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of
such Person.



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



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



-9-









 





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



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



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



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



Section 1.2. Compliance Certificates and Opinions.




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



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



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




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




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




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




Section 1.3. Form of Documents Delivered to Trustee.




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



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



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



Section 1.4. Acts of Holders.




          (1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. If, but only if, Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of
Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article 15, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and any such record (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any
agent of the Trustee and the Company, if made in the manner provided in this Section. The record
of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.6.




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




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




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




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




          (4) The ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of holding the same, may
be proved by the production of such Bearer Securities or by a certificate executed, as depositary,
by any trust company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security continues until (i) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (ii)
such Bearer Security is produced to the Trustee by some other Person, or (iii) such Bearer Security
is surrendered in exchange for a Registered Security, or (iv) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the
Person so executing such instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner which the Company and the
Trustee deem sufficient.




-12-









 








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




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




Section 1.5. Notices, Etc. to the Trustee and the Company.




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



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




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




Section 1.6. Notice to Holders of Securities; Waiver.




     Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event,



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




-13-









 








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




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



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



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



Section 1.7. Language of Notices.




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



Section 1.8. Conflict with Trust Indenture Act.




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



Section 1.9. Effect of Headings and Table of Contents.




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



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Section 1.10. Successors and Assigns.




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



Section 1.11. Separability Clause.




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



Section 1.12. Benefits of Indenture.




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



Section 1.13. Governing Law.




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



Section 1.14. Legal Holidays.




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



Section 1.15. Counterparts.




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



-15-









 





Section 1.16. Judgment Currency.




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



Section 1.17. No Security Interest Created.




     Nothing in this Indenture or in any Security, express or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the Company or its
Subsidiaries is or may be located.



Section 1.18. Limitation on Individual Liability.




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



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ARTICLE 2.




SECURITIES FORMS




Section 2.1. Forms Generally.




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



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



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



Section 2.2. Form of Trustee’s Certificate of Authentication.




     Subject to Section 6.12, the Trustee’s certificate of authentication shall be in substantially
the following form:



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



	 	 	 	 	 	 	 
	 	 	                                                                    
            ,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






Section 2.3. Securities in Global Form.




     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall not be issuable in temporary or permanent global form. If Securities of a series shall be
issuable in global form, any such Security may provide that it or any number of such Securities
shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser
amount as is permitted by the terms thereof) from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be
increased



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or reduced to reflect exchanges. Any endorsement of any Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section
3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver, in each case at the Company’s expense, any
Security in permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be accompanied by or
contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel.




     Notwithstanding the provisions of Section 3.7, unless otherwise specified in or pursuant to
this Indenture or any Security, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global form shall be made
to the Person or Persons specified therein.



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



ARTICLE 3.




THE SECURITIES




Section 3.1. Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.



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



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




          (2) any limit upon the aggregate principal amount of the Securities of such title or the
Securities of such series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon
repayment in part of any Registered Security of such series pursuant to Article 13, upon surrender
in part of any Registered Security for conversion into other securities of the Company or exchange
for securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the
terms of such Securities);




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




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




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




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




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




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




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




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




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




          (12) the denominations in which any of such Securities that are Registered Securities shall be
issuable if other than denominations of $1,000 and any integral multiple thereof, and the
denominations in which any of such Securities that are Bearer Securities shall be issuable if other
than the denomination of $5,000;




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




          (14) if other than the principal amount thereof, the portion of the principal amount of any of
such Securities that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 or the method by which such portion is to be determined;




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




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


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




-20-









 










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




          (19) whether either or both of Section 4.2(2) relating to defeasance or Section 4.2(3)
relating to covenant defeasance shall not be applicable to the Securities of such series, or any
covenants in addition to those specified in Section 4.2(3) relating to the Securities of such
series which shall be subject to covenant defeasance, and any deletions from, or modifications or
additions to, the provisions of Article 4 in respect of the Securities of such series;




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




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




          (22) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee,
the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such
Securities;




          [(23) any deletions from or modifications or additions to the provisions of Article 16 in
respect of any of such Securities;] and




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




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



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



     [The Securities shall be subordinated in right of payment to Senior Indebtedness as provided
in Article 16.]



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Section 3.2. Currency; Denominations.




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



Section 3.3. Execution, Authentication, Delivery and Dating.




     Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief
Executive Officer, its Chief Financial Officer, its Chief Operating Officer, its Chief Accounting
Officer or a Vice President under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company
by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chief
Accounting Officer of the Company. The signature of any of these officers on the Securities or any
Coupons appertaining thereto may be manual or facsimile.



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



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



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




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



               (b) all conditions precedent to the authentication and delivery of such Securities and
Coupons, if any, appertaining thereto, have been complied with and that such Securities and
Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal and
attested by duly authorized officers of the Company, delivered by duly authorized officers of the
Company to the Trustee for authentication pursuant to this Indenture, and authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to any conditions



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specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as enforcement
thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders
thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to
the availability of equitable remedies;



               (c) all laws and requirements in respect of the execution and delivery by the Company of such
Securities and Coupons, if any, have been complied with; and



               (d) this Indenture has been qualified under the Trust Indenture Act; and



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




     If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance of
each Security, but such opinion and certificate, with appropriate modifications, shall be delivered
at or before the time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company or any person
designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities
of such series for original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with and that no Event of Default with respect to any of
the Securities has occurred or is continuing.



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



     Each Registered Security shall be dated the date of its authentication. Each Bearer Security
and any Bearer Security in global form shall be dated as of the date specified in or pursuant to
this Indenture.



     No Security or Coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section 2.2 or 6.12
executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized officers. Such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any
Bearer Security unless all Coupons appertaining thereto then matured have been detached and
cancelled.



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Section 3.4. Temporary Securities.




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



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



Section 3.5. Registration, Transfer and Exchange.




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



     Upon surrender for registration of transfer of any Registered Security of any series at any
Office or Agency for such series, the Company shall execute, and the Trustee shall authenticate and



-24-









 







deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding and containing
identical terms and provisions.



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



     If provided in or pursuant to this Indenture, with respect to Securities of any series, at the
option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities
of such series containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured
Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such
Holder shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 10.2, interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such series located outside
the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such Office or Agency for such series in exchange for a Registered Security of
such series and like tenor after the close of business at such Office or Agency on (i) any Regular
Record Date and before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such
Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture.



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



-25-









 





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



     Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for definitive Securities only if (i) the Depository is
at any time unwilling, unable or ineligible to continue as depository and a successor depository is
not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii)
the Company executes and delivers to the Trustee a Company Order to the effect that such global
Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with
respect to the Securities. If the beneficial owners of interests in a global Security are entitled
to exchange such interests for definitive Securities as the result of an event described in clause
(i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the Company shall deliver
to the Trustee definitive Securities in such form and denominations as are required by or pursuant
to this Indenture, and of the same series, containing identical terms and in aggregate principal
amount equal to the principal amount of such global Security, executed by the Company. On or after
the earliest date on which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository or such other Depository as shall be specified
in the Company Order with respect thereto, and in accordance with instructions given to the Trustee
and the U.S. Depository or such other Depository, as the case may be (which instructions shall be
in writing but need not be contained in or accompanied by an Officer’s Certificate or be
accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in
part, for definitive Securities as described above without charge. The Trustee shall authenticate
and make available for delivery, in exchange for each portion of such surrendered global Security,
a like aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as Registered Securities, in
which case the definitive Securities exchanged for the global Security shall be issuable only in
the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall
be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of any certification
or other requirements to the issuance of Bearer Securities; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days before any
selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion
of a global Security shall be mailed or otherwise delivered to any location in the United States.
Promptly following any such exchange in part, such global Security shall be returned by the Trustee
to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S.
Depository referred to above in accordance with the instructions of the Company referred to above.
If a Registered Security is issued in exchange for any portion of a global Security after the close
of business at the Office or Agency for such Security where such exchange occurs on or after (i)
any Regular Record Date for such Security and before the opening of business at such Office or
Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such
Security and before the opening of business at such Office or Agency on the related proposed date
for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but shall be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom



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interest in respect of such portion of such
global Security shall be payable in accordance with the provisions of this Indenture.



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



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



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



     Except as otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption of
Securities of like tenor and the same series under Section 11.3 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security
selected for redemption in whole or in part, except in the case of any Security to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for
redemption except, to the extent provided with respect to such Bearer Security, that such Bearer
Security may be exchanged for a Registered Security of like tenor and the same series, provided
that such Registered Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register
the transfer of or exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such Security not to be
so repaid.



Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.




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



     If there be delivered to the Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security or Coupon, and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company’s request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen



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Security or in exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen Coupon appertains.



     Notwithstanding the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon;
provided, however, that payment of principal of, any premium or interest on or any Additional
Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 10.2,
be payable only at an Office or Agency for such Securities located outside the United States and,
unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and
any Additional Amounts with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.



     Upon the issuance of any new Security under this Section 3.6, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



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



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




	Section 3.7. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.





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



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



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Company, at its election, as provided in clause (1) or (2) below:



          (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose
name such Registered Security (or a Predecessor Security thereof) shall be registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed by the Company in the following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on such Registered Security, the Special
Record Date therefor and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when so deposited to be held in
trust for the benefit of the Person entitled to such Defaulted Interest as provided in this clause
(1). The Special Record Date for the payment of such Defaulted Interest shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days
after notification to the Trustee of the proposed payment. The Trustee shall, in the name and at
the expense of the Company, cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of such
Registered Security (or a Predecessor Security thereof) at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).




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




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



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



     In the case of any Registered Security of any series that is convertible into other securities
of the Company or exchangeable for securities of another issuer, which Registered Security is
converted or exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Registered Security with respect to which the Stated Maturity
is prior to such



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



Section 3.8. Persons Deemed Owners.




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



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



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



Section 3.9. Cancellation.




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



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Section 3.10. Computation of Interest.




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



ARTICLE 4.




SATISFACTION AND DISCHARGE OF INDENTURE




Section 4.1. Satisfaction and Discharge.




     Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect[, and the provisions of Article 16 shall cease to be effective,] with respect to any
series of Securities specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series, when



          (1) either




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



               (b) all Securities of such series and, in the case of (i) or (ii) below, any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation, (i) have become due
and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii)
if redeemable at the option of the Company, are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such
purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay
and discharge the entire indebtedness on such Securities and any Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation, including the principal of, any premium and
interest on, and any Additional Amounts with respect to such Securities and any Coupons
appertaining thereto, to the date of such deposit (in the case of Securities which have become due
and payable) or to the Maturity thereof, as the case may be;



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





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




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



     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of such series under
Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any,
with respect to such Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any rights to
convert or exchange such Securities into securities of the Company or another issuer shall survive.



Section 4.2. Defeasance and Covenant Defeasance.




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




          (2) Upon the Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations[, and the provisions of Article 16 shall cease to be effective,]
with respect to such Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of
clause (5) of this Section 4.2 and the other Sections of this Indenture referred to in clauses (i)
and (ii) below, and to have satisfied all of its other obligations under such



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Securities and any
Coupons appertaining thereto, and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding
Securities and any Coupons appertaining thereto to receive, solely from the trust fund described in
clause (4) of this Section 4.2 and as more fully set forth in such clause, payments in respect of
the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any,
with respect to, such Securities and any Coupons appertaining thereto when such payments are due,
and any rights of such Holder to convert such Securities into other securities of the Company or
exchange such Securities for securities of another issuer, (ii) the obligations of the Company and
the Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with respect
to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.4
(but only to the extent that the Additional Amounts payable with respect to such Securities exceed
the amount deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a) below),
and with respect to any rights to convert such Securities into other securities of the Company or
exchange such Securities for securities of another issuer, (iii) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (iv) this Section 4.2. The Company may exercise its
option under this Section 4.2(2) notwithstanding the prior exercise of its option under clause (3)
of this Section 4.2 with respect to such Securities and any Coupons appertaining thereto.




          (3) Upon the Company’s exercise of the option to have this Section 4.2(3) apply with respect
to any Securities of or within a series, the Company shall be released from its obligations under,
to the extent specified pursuant to Section 3.1(19), any covenant applicable to such Securities[,
and the provisions of Article 16 shall cease to be effective as it relates to the aforementioned
obligations and covenants,] with respect to such Outstanding Securities and any Coupons
appertaining thereto, on and after the date the conditions set forth in clause (4) of this Section
4.2 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such obligation or covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any Coupons appertaining thereto, the Company may omit
to comply with, and shall have no liability in respect of, any term, condition or limitation set
forth in any such Section or such other covenant, [or Article,] whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other covenant[, or Article,]
or by reason of reference in any such Section or such other covenant[, or Article,] to any other
provision herein or in any other document and such omission to comply shall not constitute a
default or an Event of Default under Section 5.1(4) or 5.1(7) or otherwise, as the case may be,
but, except as specified above, the remainder of this Indenture and such Securities and Coupons
appertaining thereto shall be unaffected thereby.




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




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



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money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest,
if any, on such Outstanding Securities and any Coupons appertaining thereto at the Stated Maturity
of such principal or installment of principal or premium or interest and (z) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities and any Coupons
appertaining thereto on the days on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any Coupons appertaining thereto.



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



               (c) No Event of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any Coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit and, with respect to defeasance only, at any
time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the
expiration of such period).



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



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



               (f) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that,
after the 123rd day after the date of deposit, all money and Government Obligations (or other
property as may be provided pursuant to Section 3.1) (including the proceeds thereof) deposited or
caused to be deposited with the Trustee (or other qualifying trustee) pursuant to this clause (4)
to be held in trust will not be subject to any case or proceeding (whether voluntary or
involuntary) in respect of the Company under any Federal or State bankruptcy, insolvency,
reorganization or other similar law, or any decree or order for relief in respect of the Company
issued in connection therewith.



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               [(g) At the time of the deposit, (i) no default in the payment of any principal of, premium,
if any, or interest on any Senior Indebtedness shall have occurred and be continuing, (ii) no
event of default with respect to any Senior Indebtedness shall have resulted in such Senior
Indebtedness becoming, and continuing to be, due and payable prior to the date on which it would
otherwise have become due and payable (unless payment of such Senior Indebtedness has been made or
duly provided for), and (iii) no other event of default with respect to any Senior Indebtedness
shall have occurred and be continuing permitting (after notice or lapse of time or both) the
holders of such Senior Indebtedness (or a trustee on behalf of such holders) to declare such Senior
Indebtedness due and payable prior to the date on which it would otherwise have become due and
payable.]



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



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



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




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



     Anything in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request, any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2
which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which



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would then be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 4.2.



Section 4.3. Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 10.3, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect of any Outstanding
Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts, if any; but such money and Government Obligations need not be segregated from other funds except to the extent
required by law. [Money and Government Obligations so held in trust shall not be subject to the
provisions of Article 16 except to the extent set forth in Section 16.1.]



Section 4.4. Reinstatement.




     If the Trustee or any Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 4.2(2) or 4.2(3) shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 4.3 with
respect to such Securities in accordance with this Article; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such Securities following such
reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust.



ARTICLE 5.




REMEDIES




Section 5.1. Events of Default.




     “Event of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
[occasioned by the provisions of Article 16 or be] voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or Officer’s Certificate
establishing the terms of such Series pursuant to this Indenture:



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




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          (2) default in the payment of the principal of or any premium on any Security of such series,
or any Additional Amounts payable with respect thereto, when such principal or premium becomes or
such Additional Amounts become due and payable at their Maturity; or




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




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




          (5) the entry by a court having competent jurisdiction of:




               (a) a decree or order for relief in respect of the Company in an involuntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or



               (b) a decree or order adjudging the Company to be insolvent, or approving a petition seeking
reorganization, arrangement, adjustment or composition of the Company and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or



               (c) a final and non-appealable order appointing a custodian, receiver, liquidator, assignee,
trustee or other similar official of the Company of any substantial part of the property of the
Company or ordering the winding up or liquidation of the affairs of the Company; or



          (6) the commencement by the Company of a voluntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be
adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in
an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or the filing by the
Company of a petition or answer or consent seeking reorganization, arrangement, adjustment or
composition of the Company or relief under any applicable law, or the consent by the Company to the
filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any substantial part of the
property of the Company or the making by the Company of an assignment for the benefit of creditors,
or the taking of corporate action by the Company in furtherance of any such action; or




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




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Section 5.2. Acceleration of Maturity; Rescission and Annulment.




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



     If an Event of Default specified in clause (5) or (6) of Section 5.1 occurs, all unpaid
principal of and accrued interest on the Outstanding Securities of that series (or such lesser
amount as may be provided for in the Securities of such series) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any
Security of that series.



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



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




               (a) all overdue installments of any interest on and Additional Amounts with respect to all
Securities of such series and any Coupon appertaining thereto,



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



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



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



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




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



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Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if



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




          (2) default is made in the payment of the principal of or any premium on any Security or any
Additional Amounts with respect thereto at their Maturity,



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




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



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



Section 5.4. Trustee May File Proofs of Claim.




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



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




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



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




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



Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons.




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



Section 5.6. Application of Money Collected.




     [Subject to Article 16, any/Any] money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, or any premium, interest or Additional Amounts,
upon presentation of the Securities or Coupons, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.7;



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     SECOND: To the payment of the amounts then due and unpaid upon the Securities and any Coupons
for principal and any premium, interest and Additional Amounts in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any
kind, according to the aggregate amounts due and payable on such Securities and Coupons for
principal and any premium, interest and Additional Amounts, respectively;



     THIRD: The balance, if any, to the Person or Persons entitled thereto.



Section 5.7. Limitations on Suits.




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



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




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




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




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




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



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





			
	Section 5.8.	 	Unconditional Right of Holders to Receive Principal and Any Premium, Interest and
Additional Amounts.





     Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment of the principal of,
any premium and (subject to Sections 3.5 and 3.7) interest on, and any Additional Amounts with
respect to, such Security or payment of such Coupon, as the case may be, on the respective Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of
redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if
provided in or pursuant



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to this Indenture, on the date such repayment is due) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.



Section 5.9. Restoration of Rights and Remedies.




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



Section 5.10. Rights and Remedies Cumulative.




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



Section 5.11. Delay or Omission Not Waiver.




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



Section 5.12. Control by Holders of Securities.




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



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




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




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




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Section 5.13. Waiver of Past Defaults.




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



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




          (2) in respect of a covenant or provision hereof which under Article 9 cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected.




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



Section 5.14. Waiver of Usury, Stay or Extension Laws.




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



Section 5.15. Undertaking for Costs.




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



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ARTICLE 6.




THE TRUSTEE




Section 6.1. Certain Duties and Responsibilities.




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



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




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




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



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



          (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this
Section 6.1;




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




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




Section 6.2. Certain Rights of Trustee.




     Subject to the provisions of Section 6.1:



          (1) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon or other paper or document



-44-









 






reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties;




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




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




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




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




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




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




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




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




          (10) 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 Article 6;





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          (11) the Trustee shall not be liable for any action taken or omitted to be taken by it in good
faith that is believed to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture, unless the Trustee’s conduct constitutes negligence;




          (12) the permissive rights of the Trustee to do things enumerated in this Indenture shall not
be construed as a duty unless so specified herein; and




          (13) the Trustee shall not be deemed to have notice or actual knowledge of any Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any Event of Default is received by the Trustee pursuant to Section 1.5 hereof. Except
as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any of the terms, conditions, covenants or agreements herein or
in any series of Securities.




Section 6.3. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled
to receive reports pursuant to Section 7.3(3), notice of such default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or premium, if
any), or interest, if any, on, or Additional Amounts or any sinking fund or purchase fund
installment with respect to, any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of Securities and
Coupons of such series. For the purpose of this Section, the term “default” means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to
Securities of such series.



Section 6.4. Not Responsible for Recitals or Issuance of Securities.




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



Section 6.5. May Hold Securities.




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



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Section 6.6. Money Held in Trust.




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



Section 6.7. Compensation and Reimbursement.




     The Company agrees:



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




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




          (3) to indemnify the Trustee and its agents, officers, directors and employees for, and to
hold them harmless against, any loss, liability or expense incurred without negligence or bad faith
on their part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of their powers or duties
hereunder, except to the extent that any such loss, liability or expense was due to the Trustee’s
negligence or bad faith.




     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities of any series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of, and
premium or interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.



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



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



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Section 6.8. Corporate Trustee Required; Eligibility.




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



Section 6.9. Resignation and Removal; Appointment of Successor.




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




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




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




          (4) If at any time:




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



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



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



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




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




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




Section 6.10. Acceptance of Appointment by Successor.




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




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          (2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall
be responsible for any notice given to, or received by, or any act or failure to act on the part of
any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the Trustee under this
Indenture with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on request of the Company
or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates and
subject to Section 10.3 shall duly assign, transfer and deliver to such successor Trustee, to the
extent contemplated by such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.7.




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




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




Section 6.11. Merger, Conversion, Consolidation or Succession to Business.




     Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation succeeding by sale or otherwise to all or
substantially all of the corporate trust business of the Trustee shall be the successor of the
Trustee hereunder, without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in
office, any



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successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.



Section 6.12. Appointment of Authenticating Agent.




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



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



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



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



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successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.



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



     The provisions of Sections 3.8, 6.4 and 6.5 shall be applicable to each Authenticating Agent.



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



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



	 	 	 	 	 	 	 
	 	 	                                                                    
            ,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	as Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






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



ARTICLE 7.




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.




     In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or
cause to be furnished to the Trustee



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



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as the Trustee may reasonably require, of the names and addresses of Holders as of the
applicable date, and




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



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




Section 7.2. Preservation of Information; Communications to Holders.




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



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



Section 7.3. Reports by Trustee.




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




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




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




Section 7.4. Reports by Company.




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



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



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prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and regulations;




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




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




ARTICLE 8.




CONSOLIDATION, MERGER AND SALES




Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.




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



          (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets as an entirety or substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and assets of the Company
as an entirety or substantially as an entirety shall be a Corporation organized and existing under
the laws of the United States of America or any state thereof or the District of Columbia and shall
expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed by the successor Person and delivered to the Trustee the due and
punctual payment of the principal of, any premium and interest on and any Additional Amounts with
respect to all the Securities and the performance of every obligation in this Indenture and the
Outstanding Securities on the part of the Company to be performed or observed and shall provide for
conversion or exchange rights in accordance with the provisions of the Securities of any series
that are convertible or exchangeable into Common Stock or other securities;




          (2) immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default or
event which, after notice or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing; and




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




Section 8.2. Successor Person Substituted for Company.




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



ARTICLE 9.




SUPPLEMENTAL INDENTURES




Section 9.1. Supplemental Indentures Without Consent of Holders.




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



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




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




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




          (4) to establish the form or terms of Securities of any series and any Coupons appertaining
thereto as permitted by Sections 2.1 and 3.1; or




-55-









 








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




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




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




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




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




          (10) to secure the Securities; or




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




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




Section 9.2. Supplemental Indentures With Consent of Holders.




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



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



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otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to the terms
hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the
amount of the principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the amount thereof
provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely
affect the right of repayment at the option of any Holder as contemplated by Article 13, or change
the Place of Payment, Currency in which the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment at the option of the
Holder, on or after the date for repayment), [or modify the provisions of this Indenture with
respect to the subordination of the Securities in a material manner adverse to the Holders,] or




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




          (3) modify any of the provisions of this Section, Section 5.13 or Section 10.8, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby, or




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




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



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



Section 9.3. Execution of Supplemental Indentures.




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



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Section 9.4. Effect of Supplemental Indentures.




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



Section 9.5. Reference in Securities to Supplemental Indentures.




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



Section 9.6. Conformity With Trust Indenture Act.




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



Section 9.7. Notice of Supplemental Indenture.




     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 9.2, the Company shall transmit to the Holders of Outstanding Securities of any
series affected thereby a notice setting forth the substance of such supplemental indenture.



ARTICLE 10.




COVENANTS




Section 10.1. Payment of Principal, Any Premium, Interest and Additional Amounts.




     The Company covenants and agrees for the benefit of the Holders of the Securities of each
series that it will duly and punctually pay the principal of, any premium and interest on and any
Additional Amounts with respect to the Securities of such series in accordance with the terms
thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto
for such interest as they severally mature.



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Section 10.2. Maintenance of Office or Agency.




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



     Except as otherwise provided in or pursuant to this Indenture, no payment of principal,
premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any
Office or Agency in the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of
principal of, any premium or interest on and any Additional Amounts with respect to any such
Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency
designated by the Company in the Borough of Manhattan, The City of New York, if (but only if)
payment of the full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions.



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



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The City of New York for such purpose. The Company may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any
series.



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



Section 10.3. Money for Securities Payments to be Held in Trust.




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



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



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



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




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




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




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



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Trustee upon the same terms as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.



     Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any Security of any series or any
Coupon appertaining thereto and remaining unclaimed for two years after such principal or any such
premium or interest or any such Additional Amounts shall have become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed
to Holders of Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such publication or mailing nor shall it be later than two years after such principal and
any premium or interest or Additional Amounts shall have become due and payable, any unclaimed
balance of such money then remaining will be repaid to the Company.



Section 10.4. Additional Amounts.




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



     Except as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to such series of Securities
(or if the Securities of such series shall not bear interest prior to Maturity, the first day on
which a payment of principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee and the principal
Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if
any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons
appertaining thereto who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such series. If any such
withholding shall be required, then such Officer’s Certificate shall specify by country the amount,
if any, required to be



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withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the
terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with actions taken or omitted
by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section 10.4.



Section 10.5. [Reserved.]




Section 10.6. [Reserved.]




Section 10.7. Corporate Existence.




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



Section 10.8. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 10.7 with respect to the Securities of any series if before the time
for such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



Section 10.9. Company Statement as to Compliance; Notice of Certain Defaults.




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




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



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



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become, an Event of
Default, or, if such an event has occurred and is continuing, specifying each such event known to
him and the nature and status thereof.



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




          (3) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Article 10 other than as specifically set forth in this Section 10.9.




ARTICLE 11.




REDEMPTION OF SECURITIES




Section 11.1. Applicability of Article.




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



Section 11.2. Election to Redeem; Notice to Trustee.




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



Section 11.3. Selection by Trustee of Securities to be Redeemed.




     Unless otherwise specified as contemplated by Section 3.1, if less than all of the Securities
of any series with the same issue date, interest rate or formula, Stated Maturity and other terms
are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions of the principal amount of
Registered Securities of such series; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Registered Security of such series not redeemed to
less than the minimum denomination for a Security of such series established herein or pursuant
hereto.



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



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



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



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



Section 11.4. Notice of Redemption.




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



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



     All notices of redemption shall state:



          (1) the Redemption Date,




          (2) the Redemption Price,




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




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




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




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




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





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




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




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




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




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



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



Section 11.5. Deposit of Redemption Price.




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



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Section 11.6. Securities Payable on Redemption Date.




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



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



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



Section 11.7. Securities Redeemed in Part.




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



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global form as shall be specified in the Company Order with respect
thereto to the Trustee, without service charge, a new Security in global form in a denomination
equal to and in exchange for the unredeemed portion of the principal of the Security in global form
so surrendered.



ARTICLE 12.




SINKING FUNDS




Section 12.1. Applicability of Article.




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



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



Section 12.2. Satisfaction of Sinking Fund Payments With Securities.




     The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities previously called for
redemption or any of such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such series of Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section 12.2, the principal
amount of Securities of such series to be redeemed in order to satisfy the remaining sinking fund
payment shall be less than $100,000, the Trustee need not call Securities of such series for
redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall at the request of the Company from time to time pay over and
deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon
delivery by the Company to the Trustee of Securities of that series purchased by the Company having
an unpaid principal amount equal to the cash payment requested to be released to the Company.



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Section 12.3. Redemption of Securities for Sinking Fund.




     Not less than 75 days prior to each sinking fund payment date for any series of Securities,
the Company shall deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 60 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.



ARTICLE 13.





REPAYMENT AT THE OPTION OF HOLDERS




Section 13.1. Applicability of Article.




     Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Section 13.1, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the close of business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of the Company to pay
the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.



ARTICLE 14.




SECURITIES IN FOREIGN CURRENCIES




Section 14.1. Applicability of Article.




     Whenever this Indenture provides for (i) any action by, or the determination of any of the
rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series or pursuant to this
Indenture or the Securities,



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any amount in respect of any Security denominated in a Currency other than Dollars
shall be treated for any such action or distribution as that amount of Dollars that could be
obtained for such amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action, determination of rights
or distribution (or, if there shall be no applicable record date, such other date reasonably
proximate to the date of such action, determination of rights or distribution) as the Company may
specify in a written notice to the Trustee.




ARTICLE 15.




MEETINGS OF HOLDERS OF SECURITIES




Section 15.1. Purposes for Which Meetings May Be Called.




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



Section 15.2. Call, Notice and Place of Meetings.




          (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 15.1, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in
part as Bearer Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the
time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180
days prior to the date fixed for the meeting.




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




Section 15.3. Persons Entitled to Vote at Meetings.




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



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meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.



Section 15.4. Quorum; Action.




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



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



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



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




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




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




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




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




Section 15.6. Counting Votes and Recording Action of Meetings.




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



[ARTICLE 16.




SUBORDINATION OF SECURITIES




Section 16.1. Securities Subordinate to Senior Indebtedness.




     The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this
Article, the Indebtedness represented by the Securities and the payment of the principal of (and



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premium, if any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness.



     Notwithstanding the foregoing, if a deposit referred to in Section 4.2(4)(a) is made pursuant
to Section 4.2(2) or Section 4.2(3) with respect to any Securities (and provided all other
conditions set out in Section 4.2(4) shall have been satisfied with respect to such Securities),
then, following such deposit or following the 123rd day after such deposit with respect
to defeasance only, no money or Government Obligations so deposited, and no proceeds thereon, will
be subject to any rights of holders of Senior Indebtedness, including any such rights arising under
this Article 16.



Section 16.2. Payment Over of Proceeds Upon Dissolution, Etc.




     In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith, relative
to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution
or other winding up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company, then and in any such event the holders of
Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become
due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, before the Holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the payment of any other
Indebtedness of the Company subordinated to the payment of the Securities), on account of principal
of (or premium, if any) or interest on the Securities or on account of any purchase or other
acquisition of Securities by the Company or any Subsidiary of the Company (all such payments,
distributions, purchases and acquisitions herein referred to, individually and collectively, as a
“Securities Payment”), and to that end the holders of Senior Indebtedness shall be entitled to
receive, for application to the payment thereof, any Securities Payment.



     In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or
the Holder of any Security shall have received any Securities Payment, before all Senior
Indebtedness is paid in full or payment thereof provided for in cash or cash equivalents or
otherwise in a manner satisfactory to holders of Senior Indebtedness, and if such fact shall, at or
prior to the time of such Securities Payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving
effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any
taxes that have been withheld or deducted from any Securities Payment, or any taxes that ought to
have been withheld or deducted from any such Securities Payment that have been remitted to the
relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder
of any Security receives for purposes of this Section.



     For purposes of this Article only, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment which are



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subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article. The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following the conveyance or
transfer of its properties and assets substantially as an entirety to another Person upon the terms
and conditions set forth in Article 8 shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of
the Company for the purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article 8.



Section 16.3. No Payment when Senior Indebtedness in Default.




     Anything in this Indenture to the contrary notwithstanding, no Securities Payment shall be
made by or on behalf of the Company (i) unless full payment of amounts then due for principal and
interest and of all other obligations then due on all Senior Indebtedness has been made or duly
provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if,
at the time of such payment, redemption, purchase or other acquisition, or immediately after giving
effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which
any Senior Indebtedness is issued, any default, which default shall not have been cured or waived
and which default shall have resulted in the full amount of such Senior Indebtedness being declared
due and payable or (iii) if, at the time of such payment, redemption, purchase or other
acquisition, the Trustee shall have received written notice from the holder or holders of any
Senior Indebtedness or their representative or representatives (a “Payment Blockage Notice”) that
there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior
Indebtedness is issued, any default, which default shall not have been cured or waived, permitting
the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but
only for the period (the “Payment Blockage Period”) commencing on the date of receipt of the
Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the
Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default
shall have been cured or waived or shall have ceased to exist or the Senior Indebtedness to which
such default relates shall have been discharged or (B) 180 days from the receipt of the Payment
Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction of
any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to
Section 12.2 Securities which have been acquired (upon redemption or otherwise) prior to the
acceleration of any such default listed in (i) or (ii) directly above or prior to receipt of any
Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of
principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or on behalf of
the Company. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice
may be given during any period of 360 consecutive days with respect to the same event of default
and any other events of default on the same issue of Senior Indebtedness existing and known to the
person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be
commenced by the holder or holders of the same issue of Senior Indebtedness or their representative
or representatives during any period of 360 consecutive days unless all events of default which
were the object of the immediately preceding Payment Blockage Notice, and any other event of
default on the same issue of Senior Indebtedness existing and known to the person giving such
notice at the time of such notice, have been cured or waived for a period of at least 90
consecutive days.



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     In the event that, notwithstanding the provisions of this Section 16.3, payments are made by
or on behalf of the Company in contravention of the provisions of this Section 16.3, such payments
shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the
benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their
representative or the trustee under the indenture or other agreement (if any), pursuant to which
any instruments evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to
the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such
Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness.



     The provisions of this Section shall not apply to any payment with respect to which Section
16.2 would be applicable.



Section 16.4 Reliance by Senior Indebtedness on Subordination Provisions.




     Each Holder of any Security by his acceptance thereof acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement and a consideration
for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold or
in continuing to hold such Senior Indebtedness.



Section 16.5. Payment Permitted If No Default.




     Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities
shall prevent (a) the Company, at any time except during the pendency of any case, proceeding,
dissolution, liquidation or other winding up, assignment for the benefit of creditors or other
marshalling of assets and liabilities of the Company referred to in Section 16.2 or under the
conditions described in Section 16.3, from making Securities Payments, or (b) the application by
the Trustee of any money deposited with it hereunder to Securities Payments or the retention of
such Securities Payments by the Holders, if, at the time of such application by the Trustee, it did
not have knowledge that such Securities Payments would have been prohibited by the provisions of
this Article.



Section 16.6. Subrogation to Rights of Holders of Senior Indebtedness.




     Subject to the payment in full of all Senior Indebtedness or the provision for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this
Article (equally and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to indebtedness of the Company to substantially the same extent as
the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and
interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the



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Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to
be a payment or distribution by the Company to or on account of the Senior Indebtedness.



Section 16.7. Provisions Solely to Define Relative Rights.




     The provisions of this Article 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 Senior
Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights under this Article
of the holders of Senior Indebtedness, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the principal of (and premium,
if any) and interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the Company of the Holders
of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or
(c) 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 of the holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.



Section 16.8. Trustee to Effectuate Subordination.




     Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.



Section 16.9. No Waiver of Subordination Provisions.




     No right of any present or future holder of any Senior Indebtedness to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.



     Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do
any one or more of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any
manner Senior Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person
liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.



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Section 16.10. Notice to Trustee.




     The Company shall give prompt written notice to the Trustee of any fact known to the Company
which would prohibit the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume
that no such facts exist.



     Subject to the provisions of Section 6.1, 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 therefor) to establish that such notice has been given by a holder of
Senior Indebtedness (or a trustee therefor). 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, 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, 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 16.11. Reliance on Judicial Order or Certificate of Liquidating Agent.




     Upon any payment or distribution of assets of the Company referred to in this Article, the
Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be
entitled to 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, receiver,
liquidating trustee, custodian, 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
the 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.



Section 16.12. Trustee Not Fiduciary for Holders of Senior Indebtedness.




     The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to Holders of Securities or to the Company or to any other Person cash, property
or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.




			
	Section 16.13.	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s
Rights.





     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness which may at any time be held by it, to the same
extent as



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any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.



     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.7.



Section 16.14. Article Applicable to Paying Agents.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that
Section 16.13 shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.



Section 16.15. Defeasance of this Article 16.




     The subordination of the Securities provided by this Article 16 is expressly made subject to
the provisions for defeasance in Section 4.2(2) hereof or covenant defeasance in Section 4.2(3)
hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such
defeasance or covenant defeasance, the Securities then outstanding shall thereupon cease to be
subordinated pursuant to this Article 16.]


[Intentionally left blank]




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



	 	 	 	 	 	 	 	 	 
	[SEAL]	 	COINSTAR, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	By:
	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 

	 	 	 	Title:
	 	 
	 
	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 
	 

	 	 	, 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 

	 	 	 	Title:
	 	 







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