EX-4.3






Exhibit 4.3




MERIDIAN BIOSCIENCE, INC.,




Issuer,




to




U.S. BANK, NATIONAL ASSOCIATION




Trustee




 






INDENTURE




 






Dated as of November 26, 2008




Debt Securities




 









 








Reconciliation and Tie between

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

and Indenture




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section	 
	Section 310(a)(1)
	 	 	6.7	 
	(a)(2)
	 	 	6.7	 
	(b) 
	 	 	6.8	 
	Section 312(a)
	 	 	7.1	 
	(b)
	 	 	7.2	 
	(c)
	 	 	7.2	 
	Section 313(a)
	 	 	7.3	 
	(b)(2)
	 	 	7.3	 
	(c)
	 	 	7.3	 
	(d)
	 	 	7.3	 
	Section 314(a)
	 	 	7.4	 
	(c)(1)
	 	 	1.2	 
	(c)(2)
	 	 	1.2	 
	(e)
	 	 	1.2	 
	(f)
	 	 	1.2	 
	Section 316(a) (last sentence)
	 	 	1.1	 
	(a)(1)(A)
	 	 	5.2, 5.12	 
	(a)(1)(B)
	 	 	5.13	 
	(b)
	 	 	5.8	 
	Section 317(a)(1)
	 	 	5.3	 
	(a)(2)
	 	 	5.4	 
	(b)
	 	 	10.3	 
	Section 318(a)
	 	 	1.8	 








 




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






2









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Compliance Certificates and Opinions
	 	 	9	 
	Section 1.3 Form of Documents Delivered to Trustee
	 	 	10	 
	Section 1.4 Acts of Holders
	 	 	10	 
	Section 1.5 Notices, etc. to Trustee and Company
	 	 	12	 
	Section 1.6 Notice to Holders of Securities; Waiver
	 	 	12	 
	Section 1.7 Language of Notices
	 	 	13	 
	Section 1.8 Conflict with Trust Indenture Act
	 	 	13	 
	Section 1.9 Effect of Headings and Table of Contents
	 	 	13	 
	Section 1.10 Successors and Assigns
	 	 	13	 
	Section 1.11 Separability Clause
	 	 	13	 
	Section 1.12 Benefits of Indenture
	 	 	13	 
	Section 1.13 Governing Law
	 	 	13	 
	Section 1.14 Legal Holidays
	 	 	14	 
	Section 1.15 Counterparts
	 	 	14	 
	Section 1.16 Judgment Currency
	 	 	14	 
	Section 1.17 No Security Interest Created
	 	 	14	 
	Section 1.18 Limitation on Individual Liability
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 2 SECURITIES FORMS
	 	 	15	 
	 
	 	 	 	 
	Section 2.1 Forms Generally
	 	 	15	 
	Section 2.2 Form of Trustee’s Certificate of Authentication
	 	 	15	 
	Section 2.3 Securities in Global Form
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 3 THE SECURITIES
	 	 	17	 
	 
	 	 	 	 
	Section 3.1 Amount Unlimited; Issuable in Series
	 	 	17	 
	Section 3.2 Currency; Denominations
	 	 	20	 
	Section 3.3 Execution, Authentication, Delivery and Dating
	 	 	20	 
	Section 3.4 Temporary Securities
	 	 	22	 
	Section 3.5 Registration, Transfer and Exchange
	 	 	22	 
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	24	 
	     Section 3.7 Payment of Interest and Certain Additional
Amounts; Rights to Interest
and Certain Additional Amounts Preserved
	 	 	25	 
	Section 3.8 Persons Deemed Owners
	 	 	26	 
	Section 3.9 Cancellation
	 	 	27	 
	Section 3.10 Computation of Interest
	 	 	27	 
	 
	 	 	 	 
	ARTICLE 4 SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	27	 
	 
	 	 	 	 
	Section 4.1 Satisfaction and Discharge
	 	 	27	 
	Section 4.2 Defeasance and Covenant Defeasance
	 	 	28	 
	Section 4.3 Application of Trust Money
	 	 	32	 






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	ARTICLE 5 REMEDIES
	 	 	32	 
	 
	 	 	 	 
	Section 5.1 Events of Default
	 	 	32	 
	Section 5.2 Acceleration of Maturity; Rescission and Annulment
	 	 	33	 
	Section 5.3 Collection of Debt and Suits for Enforcement by Trustee
	 	 	34	 
	Section 5.4 Trustee May File Proofs of Claim
	 	 	35	 
	Section 5.5 Trustee May Enforce Claims without Possession of Securities
	 	 	36	 
	Section 5.6 Application of Money Collected
	 	 	36	 
	Section 5.7 Limitations on Suits
	 	 	37	 
	Section 5.8 Unconditional Right of Holders to Receive
Principal and any Premium,
Interest and Additional Amounts
	 	 	37	 
	Section 5.9 Restoration of Rights and Remedies
	 	 	37	 
	Section 5.10 Rights and Remedies Cumulative
	 	 	38	 
	Section 5.11 Delay or Omission Not Waiver
	 	 	38	 
	Section 5.12 Control by Holders of Securities
	 	 	38	 
	Section 5.13 Waiver of Past Defaults
	 	 	38	 
	Section 5.14 Waiver of Usury, Stay or Extension Laws
	 	 	39	 
	Section 5.15 Undertaking for Costs
	 	 	39	 
	 
	 	 	 	 
	ARTICLE 6 THE TRUSTEE
	 	 	39	 
	 
	 	 	 	 
	Section 6.1 Certain Rights of Trustee
	 	 	39	 
	Section 6.2 Notice of Defaults
	 	 	41	 
	Section 6.3 Not Responsible for Recitals or Issuance of Securities
	 	 	41	 
	Section 6.4 May Hold Securities
	 	 	41	 
	Section 6.5 Money Held in Trust
	 	 	42	 
	Section 6.6 Compensation and Reimbursement
	 	 	42	 
	Section 6.7 Corporate Trustee Required; Eligibility
	 	 	43	 
	Section 6.8 Resignation and Removal; Appointment of Successor
	 	 	43	 
	Section 6.9 Acceptance of Appointment by Successor
	 	 	44	 
	Section 6.10 Merger, Conversion, Consolidation or Succession to Business
	 	 	46	 
	Section 6.11 Appointment of Authenticating Agent
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 7 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	47	 
	 
	 	 	 	 
	Section 7.1 Company to Furnish Trustee Names and Addresses of Holders
	 	 	47	 
	Section 7.2 Preservation of Information; Communications to Holders
	 	 	48	 
	Section 7.3 Reports by Trustee
	 	 	48	 
	Section 7.4 Reports by Company; Rule 144A Information
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 8 CONSOLIDATION, MERGER AND SALES
	 	 	49	 
	 
	 	 	 	 
	Section 8.1 Company May Consolidate, etc., Only on Certain Terms
	 	 	49	 
	Section 8.2 Successor Person Substituted for Company
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES
	 	 	50	 
	 
	 	 	 	 
	Section 9.1 Supplemental Indentures without Consent of Holders
	 	 	50	 






ii









 






	 	 	 	 	 
	Section 9.2 Supplemental Indentures with Consent of Holders
	 	 	51	 
	Section 9.3 Execution of Supplemental Indentures
	 	 	53	 
	Section 9.4 Effect of Supplemental Indentures
	 	 	53	 
	Section 9.5 Reference in Securities to Supplemental Indentures
	 	 	53	 
	Section 9.6 Conformity with Trust Indenture Act
	 	 	53	 
	Section 9.7 Notice of Supplemental Indenture
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 10 COVENANTS
	 	 	53	 
	 
	 	 	 	 
	Section 10.1 Payment of Principal, any Premium, Interest and Additional Amounts
	 	 	53	 
	Section 10.2 Maintenance of Office or Agency
	 	 	54	 
	Section 10.3 Money for Securities Payments to Be Held in Trust
	 	 	54	 
	Section 10.4 Additional Amounts
	 	 	55	 
	Section 10.5 Legal Existence
	 	 	56	 
	Section 10.6 Waiver of Certain Covenants
	 	 	56	 
	Section 10.7 Company Statement as to Compliance; Notice of Certain Defaults
	 	 	57	 
	 
	 	 	 	 
	ARTICLE 11 REDEMPTION OF SECURITIES
	 	 	57	 
	 
	 	 	 	 
	Section 11.1 Applicability of Article
	 	 	57	 
	Section 11.2 Election to Redeem; Notice to Trustee
	 	 	57	 
	Section 11.3 Selection by Trustee of Securities to be Redeemed
	 	 	57	 
	Section 11.4 Notice of Redemption
	 	 	58	 
	Section 11.5 Deposit of Redemption Price
	 	 	59	 
	Section 11.6 Securities Payable on Redemption Date
	 	 	59	 
	Section 11.7 Securities Redeemed in Part
	 	 	60	 
	 
	 	 	 	 
	ARTICLE 12 SINKING FUNDS
	 	 	60	 
	 
	 	 	 	 
	Section 12.1 Applicability of Article
	 	 	60	 
	Section 12.2 Satisfaction of Sinking Fund Payments with Securities
	 	 	60	 
	Section 12.3 Redemption of Securities for Sinking Fund
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 13 REPAYMENT AT THE OPTION OF HOLDERS
	 	 	61	 
	 
	 	 	 	 
	Section 13.1 Applicability of Article
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 14 SECURITIES IN FOREIGN CURRENCIES
	 	 	62	 
	 
	 	 	 	 
	Section 14.1 Applicability of Article
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 15 MEETINGS OF HOLDERS OF SECURITIES
	 	 	62	 
	 
	 	 	 	 
	Section 15.1 Purposes for Which Meetings May Be Called
	 	 	62	 
	Section 15.2 Call, Notice and Place of Meetings
	 	 	62	 
	Section 15.3 Persons Entitled to Vote at Meetings
	 	 	63	 
	Section 15.4 Quorum; Action
	 	 	63	 






iii









 






	 	 	 	 	 
	Section 15.5 Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	63	 
	Section 15.6 Counting Votes and Recording Action of Meetings
	 	 	64	 







iv









 








     INDENTURE, dated as of November 26, 2008 (the “Indenture”), between MERIDIAN BIOSCIENCE, INC.,
a corporation duly organized and existing under the laws of the State of Ohio (the “Company”),
having its principal executive office located at an Ohio corporation, having its principal office
at 3471 River Hills Drive, Cincinnati, Ohio 45244, and U.S. Bank, National Association, a national
banking organization (the “Trustee”), having its Corporate Trust Office located at 425 Walnut
Street, 6th Floor, Cincinnati, Ohio 45202.



RECITALS




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



     The Company has duly authorized the execution and delivery of this Indenture. All things
necessary to make this Indenture a valid 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 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 term “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 6.11 to
act on behalf of the Trustee to authenticate Securities of one or more series.



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



     “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.



2









 





     “Clearstream” means Clearstream Banking, société anonyme, Luxembourg.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.



     “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 Order” or “Company Request” means, respectively, a written order or request, as the
case may be, signed in the name of the Company by the Chairman of the Board of Directors, the Chief
Executive Officer, the Chief Financial Officer, the President, a Senior Vice President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, 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, (ii) the Euro both within the EMU and for the settlement of transactions by public
institutions of or within the EMU or (iii) any currency unit or composite currency other than the
Euro for the purposes for which it was established.



     “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at
any particular time its corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located at 425 Walnut Street, 6th Floor,
Cincinnati, Ohio, 45202.



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



     “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 any Foreign Currency 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
Corporation, CUSIP Service Bureau.



     “Debt” means the principal of, premium, if any, and interest on, and all other obligations in
respect of (a) all indebtedness of such Person for borrowed money (including all indebtedness
evidenced by notes, bonds, debentures or other securities), (b) all obligations incurred by such
Person in the acquisition (whether by way of purchase, merger, consolidation or otherwise and



3









 




whether by such Person or another Person) of any business, real property or other assets, (c) all
reimbursement obligations of such Person with respect to letters of credit, bankers’ acceptances or
similar facilities issued for the account of such Person, (d) all capital lease obligations of such
Person, (e) all net obligations of such Person under interest rate swap, currency exchange or
similar agreements of such Person, (f) all obligations and other liabilities, contingent or
otherwise, under any lease or related document, including a purchase agreement, conditional sale or
other title retention agreement, in connection with the lease of real property or improvements
thereon (or any personal property included as part of any such lease) which provides that such
Person is contractually obligated to purchase or cause a third party to purchase the leased
property or pay an agreed-upon residual value of the leased property including such Person’s
obligations under such lease or related document to purchase or cause a third party to purchase
such leased property or pay an agreed-upon residual value of the leased property to the lessor, (g)
guarantees by such Person of indebtedness described in clauses (a) through (f) of another Person,
and (h) all renewals, extensions, refundings, deferrals, restructurings, amendments and
modifications of any indebtedness, obligation, guarantee or liability of the kind described in
clauses (a) through (g).




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



     “Depository” means, with respect to any Security issuable or issued in the form of one or more
global Securities, the Person designated as 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 Exchange Act, 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, “Depository” shall
mean, with respect to any Securities, the qualifying entity which has been appointed with respect
to such Securities.



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



     “EC Treaty” means the Treaty establishing the European Communities (signed in Rome on 25 March
1957), as amended by the Treaty on European Union, as amended (signed in Maastricht on 7 February
1992).



     “EMU” means European Economic and Monetary Union.



     “Euro” each means the lawful currency of the member states of the European Union that adopt
the single currency in accordance with the EC Treaty.



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.



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



     “Exchange Act” means Securities Exchange Act of 1934, as amended, and any reference herein to
the Exchange 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.



4









 





     “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 in the confederation 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 depositary 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 depositary receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the Government Obligation or the specific
payment of interest on or principal of or other amount with respect to the Government Obligation
evidenced by such depositary receipt.



     “Holder,” in the case of any Security, means the Person in whose name such Security is
registered in the Security Register.



     “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 established pursuant to Section 3.1 (as such terms and provisions
may be amended pursuant to the applicable provisions hereof).



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



     “Interest,” 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.



5









 





     “Lien” means and includes any mortgage, pledge, lien, security interest, conditional sale or
other title retention agreement or other similar encumbrance.



     “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.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, the President, a Senior Vice President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, 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
trustee) for the Holders of such Securities, provided that, if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee has been made;




6









 






	 	(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; and
	 
	 	(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;




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 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 on behalf of the
Company.



     “Person” means any individual, Corporation, partnership, association, joint venture, trust, or
any other entity or organization, including government or political subdivision or an agency or
instrumentality 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.



7









 





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



     “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.



     “Regular Record Date” for the interest payable on any 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 with respect to the Trustee any officer assigned by the Trustee to
administer corporate trust matters 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.



     “Securities Act” means Securities Act of 1933, as amended, and any reference herein to the
Securities 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.



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



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



     “Special Record Date” for the payment of any Defaulted Interest on any 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.



8









 





     “Subsidiary” of any Person means any corporation, limited liability company or other business
entity of which more than 50% of the total voting power of the equity interests entitled (without
regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof or any partnership of which more than 50% of the partnership interests
(considering all general and limited partnership interests as a single class) is, in each case, at
the time owned or controlled, directly or indirectly, by such Person, one or more of the
Subsidiaries of such Person, or combination thereof.



     “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.



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



     “U.S. 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.



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



Section 1.2 Compliance Certificates and Opinions.




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



9









 





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



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



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



Section 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. 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



10









 




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 or the
Company, if made in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.6.




     Without limiting the generality of this Section 1.4, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a 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 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 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 Depository entitled under
the procedures of such 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 reasonably require further proof with respect to any of the matters referred to in this
Section.



     (3) The ownership, principal amount and serial numbers of 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) If the Company shall solicit from the Holders of any 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 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 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



11









 




purpose the
Outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders of 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.




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



Section 1.5 Notices, etc. to Trustee and Company.




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



     (1) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing and delivered in person or mailed by certified or
registered mail, return receipt requested 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 Treasurer, with a copy to the attention of its
General Counsel, 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, such notice shall be sufficiently given
to Holders of Securities if in writing and mailed, first-class postage prepaid, to each Holder of a
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.



     In any case where notice to Holders of 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 Security
shall affect the sufficiency of such notice with respect to other Holders of Securities. 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.



12









 





     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, such required provision shall control.



Section 1.9 Effect of Headings and Table of Contents.




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



Section 1.10 Successors and Assigns.




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



Section 1.11 Separability Clause.




     In case any provision in this Indenture or any Security 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 or any Security, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and
their successors hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.



Section 1.13 Governing Law.




     This Indenture and the Securities 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.



13









 





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 shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture
or any Security other than a provision in any Security that specifically states that such provision
shall apply in lieu hereof) payment need not be made at such Place of Payment on such date, but
such payment may be made 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, 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 or Maturity, 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.



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) their respective
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.




     Subject to the provisions of Section 10.5, except as may otherwise be provided pursuant to
Section 3.1 with respect to Securities of any series, nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security interest under the



14









 




Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company 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, shareholder, officer or director, as such, past, present or future, of
the Company, either directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, because of the creation of the indebtedness hereby authorized, or under or by reason
of the
obligations, covenants or agreements contained in this Indenture or in any Security or implied
therefrom; and that any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Indenture and the
issuance of such Security.



ARTICLE 2

SECURITIES FORMS




Section 2.1 Forms Generally.




     Each 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 as evidenced by their
execution of such Security.



     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 shall be printed in any such manner as determined by the officers of the
Company executing such Securities, as evidenced by their execution of such Securities.



Section 2.2 Form of Trustee’s Certificate of Authentication.




     Subject to Section 6.11, the Trustee’s certificate of authentication shall be in substantially
the following form:



15









 





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



	 	 	 	 	 	 	 
	 
	 	 	 	 	,	 
	 	 	 	 	 
	 

	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






Section 2.3 Securities in Global Form.




     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall 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 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 Officers’ 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 Securities, 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.



16









 





ARTICLE 3

THE SECURITIES




Section 3.1 Amount Unlimited; Issuable in Series.




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



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



     (1) the title 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 or upon
repayment in part of any Security of such series pursuant to Article 13);



     (3) 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 with
respect to any such global Security;



     (4) the date as of which any global Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);



     (5) 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;



     (6) 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 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;



     (7) 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



17









 




are
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;




     (8) 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;



     (9) 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;



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



     (11) 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;



     (12) 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;



     (13) 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;



     (14) 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;



18









 





     (15) 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;



     (16) 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 of defeasance, and any deletions from, or modifications
or additions to, the provisions of Article 4 in respect of the Securities of such series;



     (17) 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;



     (18) 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;



     (19) 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;



     (20) any transfer restrictions applicable to the Securities of the series;



     (21) any provisions regarding convertibility or exchangeability of the series;



     (22) whether such Securities are senior or subordinated indebtedness, and any related
provisions (including, if applicable, the subordinate provisions relating to the Securities);



     (23) if such Securities are secured indebtedness, the provisions relating thereto; 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 shall be substantially identical except as may otherwise be
provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to such series of
Securities. The terms of the Securities of any series may provide, without limitation, that the
Securities shall be authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or supplemental indenture and
that such persons are authorized to determine, consistent with such Officers’ Certificate or any
applicable supplemental indenture, such terms and conditions of the Securities of such series as
are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, unless otherwise so provided, a series may be
reopened for issuances of additional Securities of such series or to establish additional terms of
such series of Securities.



19









 





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



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, Securities denominated in Dollars shall
be issuable in registered form without coupons in denominations of $1,000 and any integral multiple
thereof. 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 and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the Securities may be manual
or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for authentication and,
provided that the Board Resolution and Officers’ Certificate or supplemental indenture or
indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in
accordance with the Company Order and subject to the provisions hereof and of such Securities shall
authenticate and deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, 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 have been established in conformity
with the provisions of this Indenture;




     (b) all conditions precedent to the authentication and delivery of such Securities have
been complied with and that such Securities, when completed by appropriate insertions,
executed 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 specified in such Opinion of Counsel, will constitute
legally valid and binding obligations of the Company,



20









 






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; and




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


and, to the extent that this Indenture is required to be qualified under the Trust Indenture Act in
connection with the issuance of such Securities, to the further effect that:





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



     (2) an Officers’ Certificate stating that all conditions precedent to the execution,
authentication and delivery of such Securities have been complied with and that, to the best
knowledge of the Persons executing such certificate, 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 Officers’ 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 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.



     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, as Trustee 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 Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers.
Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.



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



22









 




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




     At the option of the Holder, Securities of any series may be exchanged for other 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 Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.



     Except as otherwise provided in or pursuant to this Indenture, any global Security in a series
shall be exchangeable for definitive Securities of such series only if (i) the Depository is at any
time unwilling or unable to continue as depository or if the Depositary ceases to be eligible under
this Indenture 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 and the
Holders of at least a majority in principal amount of the Outstanding Securities of such series
have requested definitive 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 Depository as shall be specified in the
Company Order with respect thereto, and in accordance with instructions given to the Trustee and
the Depository, as the case may be (which instructions shall be in writing but need not be
contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities
as described above without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like aggregate principal amount
of definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such global Security to be exchanged; 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. Promptly
following any such exchange in part, such global Security shall be returned by the Trustee to such
Depository, or such other Depository referred to above in accordance with the instructions of the
Company referred to above. If a 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



23









 




Date or proposed date for payment, as the case may be, in respect
of such Security, but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.




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



     Every 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 the selection for 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 selection, or (ii) to register the transfer of or exchange any Security so
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 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 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.



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



24









 




identical terms
and of like principal amount and bearing a number not contemporaneously outstanding.




     Notwithstanding the foregoing provisions of this Section 3.6, in case any mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Security, pay such Security.



     Upon the issuance of any new Security under this Section 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 issued pursuant to this Section 3.6 in lieu of any destroyed, lost or
stolen Security shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of such series 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.




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



     (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose
name such 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 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



25









 




be held in trust for the benefit of
the Person entitled to such Defaulted Interest as in this Clause provided. The Special Record Date
for the payment of such Defaulted Interest shall be not more than 15 days and not less 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 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.




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



     Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular
series pursuant to the provisions of this Indenture, at the option of the Company,
interest on 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.



Section 3.8 Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered in the Security Register as the owner of such Security for the purpose of receiving
payment of principal of any premium and (subject to Section 3.5 and 3.7) interest on and any
Additional Amounts with respect to such Security and for all other purposes whatsoever, whether or
not any payment with respect to such 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.



     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.



26









 





Section 3.9 Cancellation.




     All Securities 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, as well as Securities
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 held by the Trustee shall be destroyed by the Trustee, unless by a Company
Order, the Company directs their return to it.



Section 3.10 Computation of Interest.




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



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 with respect to any series of Securities specified in such Company Order, 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, except lost
or stolen or destroyed or debt securities of that series that have been replaced or paid and
debt securities of that series for whose payment money has been deposited in trust and
thereafter repaid to us have been delivered to the Trustee for cancellation; or




     (b) all Securities of such series 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,



27









 






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 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, 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



     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel 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 6.6 and, if money shall
have been deposited with the Trustee pursuant to clause (1)(b) 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)) 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 Section 4.2(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 Section 4.2(3)
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 the Company may at its option by Board Resolution, at any time, with respect to
such Securities, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Section 4.2.



     (2) Upon the Company’s exercise of the above option applicable to this Section 4.2(2) with
respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities on the date the
conditions set forth in Section 4.2(4) are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company shall be deemed to have paid and discharged the entire



28









 




Debt
represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 4.2(5) 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
Securities, and this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of such Outstanding Securities to receive, solely from the trust fund described in Section
4.2(4) 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 when such payments are due, (ii) the obligations of the Company and the Trustee with
respect to such Securities under Sections 3.5, 3.6, 6.6, 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), (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 Section 4.2(3) with respect to such Securities.




     (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
Section 10.5 and, to the extent specified pursuant to any indenture supplement, any other covenant
applicable to such Securities, with respect to such Outstanding Securities 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 shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth in any such Section or such
other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such Section or such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a default or an Event of Default under Section 5.1(4) or 5.1(7) or otherwise, as the
case may be, but, except as specified above, the remainder of this Indenture and such Securities
shall be unaffected thereby.



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




     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.7 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, (1) an amount in Dollars
or in such Foreign Currency in which such Securities are then specified as



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payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities (determined on the
basis of the Currency in which such Securities 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,
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 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 on the days on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities.




     (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 shall have occurred and be
continuing on the date of establishment of such trust and, with respect to defeasance only,
at any time during the period ending on the 91st 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 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 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 91st day after the date of establishment of such trust, 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



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(or
other qualifying trustee) pursuant to Section 4.2(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.




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




     (h) 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 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 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.



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



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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 shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest 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.



ARTICLE 5




REMEDIES




Section 5.1 Events of Default.




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



     (1) default in the payment of any interest on any Security of such series, 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;



     (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;



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



     (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 Indenture 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”;



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     (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;




     (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, or of any substantial part of
the property of the Company, or ordering the winding up or liquidation of the affairs of the
Company.



     (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.



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 with respect to the Company specified in Section 5.1(5) or Section 5.1(6)
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 with respect to the Company specified in Section 5.1(6) or Section
5.1(7) 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



33









 




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,




     (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 6.6; 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.



Section 5.3 Collection of Debt 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 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, the whole amount of
money then due and payable with respect to such Securities, with interest upon




34











 




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 6.6.




     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 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, wherever situated.



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



     (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 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 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 to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such




35









 





payments directly to the Holders of Securities, 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 6.6.




     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 any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding.



Section 5.5 Trustee May Enforce Claims without Possession of Securities.




     All rights of action and claims under this Indenture or any of the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery 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 in respect of which such judgment has been recovered.



Section 5.6 Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall, unless otherwise provided
pursuant to Section 3.1, be applied in the following order with respect to the Securities of such
series, 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 of the applicable series 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 6.6;




SECOND: To the payment of the amounts then due and unpaid upon the
Securities of the applicable series 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 for principal and any
premium, interest and Additional Amounts, respectively;




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



36









 





Section 5.7 Limitations on Suits.




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



     (1) such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of 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 the Trustee 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 shall have
the right, which is absolute and unconditional, to receive payment of the principal of, any premium
and (subject to Section 3.5 and Section 3.7) interest on, and any Additional Amounts with respect
to such Security, as the case may be, on the respective Stated Maturity or Maturities therefor
specified in such Security (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date
such repayment is due) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.



Section 5.9 Restoration of Rights and Remedies.




     If the Trustee or any Holder of a Security 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



37









 




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 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 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 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 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, 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.



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 may waive any past default
hereunder with respect to such series and its consequences, except a default



38









 





     (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



     (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).



ARTICLE 6




THE TRUSTEE




Section 6.1 Certain Rights of Trustee.




     Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:



39









 





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



     (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 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, rely upon an Officers’ 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 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 Trustee shall not be liable for any action taken or error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was grossly negligent, acted in bad faith or engaged in willful misconduct;



     (9) the Authenticating Agent, Paying Agent, and Security Registrar shall have the same
protections as the Trustee set forth in this Section 6.1; and



40









 





     (10) the Trustee shall not be liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with an Act of the Holders hereunder, and, to the extent
not so provided herein, with respect to any act requiring the Trustee to exercise its own
discretion, 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 or any Securities, unless it shall be proved that, in connection with any such action
taken, suffered or omitted or any such act, the Trustee was grossly negligent, acted in bad faith
or engaged in willful misconduct.



Section 6.2 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 of such
series; and provided, further, that in the case of any default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. 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 6.3 Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities, 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, if necessary, 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 6.4 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 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



41









 




have were it not
the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person as the
case may be.




Section 6.5 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 6.6 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 gross 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
gross 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.



     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 6.6 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 6.6.



     The provisions of this Section 6.6 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force



42









 




and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.




Section 6.7 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 6.8 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 6.9.



     (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 6.9 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 6.7 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




43









 







Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities of such series and the appointment of a successor Trustee or Trustees.




     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to the Securities of
any particular series) and shall comply with the applicable requirements of Section
6.9. If, within one year after such resignation, removal, 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 6.9, 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 6.9, 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 Securities, if any, of such series as their names and addresses appear
in the Security Register. Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.



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



Section 6.9 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



44









 




successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 6.6.




     (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 6.6.



     (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.



45









 





Section 6.10 Merger, Conversion, Consolidation or Succession to Business.




     Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation succeeding to all or substantially all 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 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 6.11 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 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



46









 




of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of
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. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.




     The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section. If the Trustee makes such payments, it shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 6.6.



     The provisions of Section 3.8, 6.3 and 6.4 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 Signatory
	 	 






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



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



47









 





     (1) semi-annually with respect to Securities of each series not later than June 30 and
December 31 of the year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such
form as the Trustee may reasonably require, of the names and addresses of Holders as of the
applicable date, and



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


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




Section 7.2 Preservation of Information; Communications to Holders.




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



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither 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 March 1 of each year commencing with the first March 1 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 March 1 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding March 1 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; Rule 144A Information.




     (1) The Company shall deliver to the Trustee, no later than the time such report is required
to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the
extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each
report the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act; provided, however, that the Company shall not be



48









 




required to deliver to the Trustee
any material for which the Company has sought and received confidential treatment from the
Commission; provided further, each such report will be deemed to be so delivered to the Trustee if
the Company files such report with the Commission through the Commission’s EDGAR database no later
than the time such report is required to be filed with the Commission pursuant to the Exchange Act
(including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25
under the Exchange Act). In the event the Company is at any time no longer subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company shall
continue to provide to the Trustee and, upon request, to any Holder, within the time period that
the Company would have been required to file such reports with the Commission (including, without
limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange
Act); annual and quarterly consolidated financial statements substantially equivalent to financial
statements that would have been included in reports filed with the Commission if the Company were
subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, including, with respect to
annual information only, a report thereon by the Company’s certified independent public accountants
as such would be required in such reports filed with the Commission and, in each case, together
with a management’s discussion and analysis of financial condition and results of operations which
would be so required. The Company also shall comply with the other provisions of §314(a) of the
Trust Indenture Act. Delivery of such reports, information and documents to the Trustee is for
informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive
notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer’s Certificates.;




     (2) In addition, in the event that the offer and sale of the Securities of any series has not
been registered under the Securities Act in reliance on Section 4(2) thereof, the Company agrees
that, in order to render such Securities eligible for resale pursuant to Rule 144A, while any of
such Securities remain outstanding and “restricted securities” (within the meaning of Rule
144(a)(3) under the Securities Act), the Company will make available, upon request, to any Holder
or owner of Securities or prospective purchasers of Securities the information specified in Rule
144A(d)(4) with respect to the Company, unless such information is furnished to the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.



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, lease or otherwise dispose of all or
substantially all of its property or assets 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, lease or otherwise
dispose of all or substantially all of its property or assets to the Company, unless:



49









 





     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer, lease or otherwise dispose of all or substantially all of its property or assets to any
Person, the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance, transfer, lease or otherwise, all or substantially all of the
property or assets of the Company as shall be a Corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia and shall expressly
assume, by an indenture (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;



     (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



     (3) either the Company or the successor Person shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer, lease or other disposition of 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, lease or other disposition of all or substantially all of the property or
assets of the Company 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, lease or
other disposition is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor Person 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 and the
Securities.



ARTICLE 9

SUPPLEMENTAL INDENTURES




Section 9.1 Supplemental Indentures without Consent of Holders.




     Without the consent of any Holders of Securities, 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



50









 





     (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 change or eliminate any restrictions on the payment of principal of, any premium or
interest on or any Additional Amounts with respect to Securities, provided any such action shall
not adversely affect the interests of the Holders of Outstanding Securities of any series in any
material respect; or



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



     (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 6.9; 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 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 or any other Outstanding Security in any material respect;
or



     (10) to secure the Securities; or



     (11) 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



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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 otherwise, or change
the obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (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), in each case, as provided herein or, with respect
to any Security that, pursuant to Section 3.1, is convertible or exchangeable, adversely affect the
right of any Holder to convert to exchange such Security in accordance with the terms thereof, 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 15.3 or Section 10.7, 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.



     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.



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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 provided, 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 Officers’ 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.



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 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



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any Additional Amounts with respect to the Securities of such series in accordance with the terms
thereof, any supplement hereto and this Indenture.




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 may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Company in respect of the Securities of such series relating
thereto and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or Agency. If at any time
the Company shall fail to maintain any such required Office or Agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and the Company appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.



     The Company may also from time to time designate one or more other Offices or Agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes. The Company 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 State of Ohio, City of Cincinnati, and initially appoints the Corporate Trust Office for such
purpose. The Company may subsequently appoint a different Office or Agency in the United States or
any other Place of Payment for the Securities of any series.



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



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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 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 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 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.



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 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 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



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provision hereof shall
not be construed as excluding the payment of 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 Officers’ Certificate, the Company shall furnish to the Trustee and the principal
Paying Agent or Paying Agents, if other than the Trustee, an Officers’ 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 who
are U.S. 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 Officers’ Certificate shall specify by country the amount, if any, required to be withheld on
such payments to such Holders of Securities, 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 Officers’
Certificate furnished pursuant to this Section.



Section 10.5 Legal 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 legal existence and that of each Subsidiary and
their respective rights (charter and statutory) and franchises; provided, however, that the
foregoing shall not obligate the Company or any Subsidiary to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer desirable in the conduct
of its business or the business of the Company or such Subsidiary and that the loss thereof is not
disadvantageous in any material respect to any Holder.




Section 10.6 Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 10.5 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.



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Section 10.7 Company Statement as to Compliance; Notice of Certain Defaults.




     (1) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal
year, a written statement (which need not be contained in or accompanied by an Officers’
Certificate) signed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, stating that




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




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



     (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.



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



ARTICLE 11

REDEMPTION OF SECURITIES




Section 11.1 Applicability of Article.




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



Section 11.2 Election to Redeem; Notice to Trustee.




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



Section 11.3 Selection by Trustee of Securities to be Redeemed.




     If less than all of the Securities of any series 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



57









 




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 Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal amount of a 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 redeemed only in part, to the portion of the principal of such Securities which has been or
is to be redeemed.



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, to the Holders of Securities to be redeemed.
Failure to give notice by mailing in the manner herein provided to the Holder of any 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 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,



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     (6) the place or places where such Securities, 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,



     (8) the CUSIP number or the Euroclear or Clearstream reference numbers of such Securities, if
any (or any other numbers used by a Depository to identify such Securities), and



     (9) if the Securities are convertible or exchangeable, the terms of which and the manner in
which such Securities may, if applicable, be converted or exchanged prior to redemption.



     A notice of redemption published as contemplated by Section 1.6 need not identify particular
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.



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. Upon surrender of any such Security
for redemption in accordance with said notice, 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 specified
in or pursuant to this Indenture or the Securities of such series, installments of interest on
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.



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



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) 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,



60









 




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




Section 12.3 Redemption of Securities for Sinking Fund.




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



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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, 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 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 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 United States, and
may call such meeting for such purposes by giving notice thereof as provided in clause (1) of this
Section.



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Section 15.3 Persons Entitled to Vote at Meetings.




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



Section 15.4 Quorum; Action.




     The Persons entitled to vote a majority in 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, 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



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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. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in
Section 1.4 or other proof.




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



     (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Securities of such series held or represented by him;
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.



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* * * *




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



	 	 	 	 	 
	 	MERIDIAN BIOSCIENCE, INC.,

          as Issuer

 	 
	 	By:  	/s/
Melissa Lueke 	 
	 	 	Name:  	Melissa Lueke 	 
	 	 	Title:  	Vice President, Chief Financial Officer 	 
	 
	 	U.S. BANK, NATIONAL ASSOCIATION,

          as Trustee

 	 
	 	By:  	/s/
Robert T. Jones 	 
	 	 	Name:  	Robert T. Jones 	 
	 	 	Title:  	Vice President