exv4w7






Exhibit 4.7




MOLINA HEALTHCARE, INC.




as Issuer




and




[TRUSTEE],




as Trustee




INDENTURE




Dated as of           , 200___




Providing for the Issuance




of




Subordinated Debt Securities




 









 





MOLINA HEALTHCARE, INC.

Reconciliation and tie between Trust Indenture Act of 1939

and Indenture dated as of            __, 200__




	 	 	 	 	 
	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	Section 310
	 	(a) (1)	 	607
	 
	 	(a) (2)	 	607
	 
	 	(a) (3)	 	613
	 
	 	(a) (4)	 	Not Applicable
	 
	 	(b)	 	608, 612
	Section 311
	 	(a)	 	614
	 
	 	(b)	 	614
	Section 312
	 	(a)	 	701
	 
	 	(b)	 	701
	 
	 	(c)	 	701
	Section 313
	 	(a)	 	702
	 
	 	(b)	 	702
	 
	 	(c)	 	702
	 
	 	(d)	 	702
	Section 314
	 	(a)	 	703
	 
	 	(a) (4)	 	1006
	 
	 	(b)	 	Not Applicable
	 
	 	(c) (1)	 	102
	 
	 	(c) (2)	 	102
	 
	 	(c) (3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	Section 315
	 	(a)	 	602
	 
	 	(b)	 	601
	 
	 	(c)	 	602
	 
	 	(d)	 	602
	 
	 	(e)	 	513
	Section 316
	 	(a) (last sentence)	 	101 (“Outstanding”)
	 
	 	(a) (1) (A)	 	502, 512
	 
	 	(a) (1) (B)	 	513
	 
	 	(b)	 	508
	 
	 	(c)	 	104
	Section 317
	 	(a) (1)	 	503
	 
	 	(a) (2)	 	504
	 
	 	(b)	 	1003
	Section 318
	 	(a)	 	113





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





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 101. Definitions
	 	 	1	 
	Section 102. Compliance Certificates and Opinions
	 	 	11	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	11	 
	Section 104. Acts of Holders
	 	 	12	 
	Section 105. Notices, Etc., to Trustee and Company
	 	 	14	 
	Section 106. Notice to Holders; Waiver
	 	 	14	 
	Section 107. Effect of Headings and Table of Contents
	 	 	15	 
	Section 108. Successors and Assigns
	 	 	15	 
	Section 109. Separability Clause
	 	 	15	 
	Section 110. Benefits of Indenture
	 	 	15	 
	Section 111. Governing Law
	 	 	16	 
	Section 112. Legal Holidays
	 	 	16	 
	Section 113. Conflict of Any Provision of Indenture with Trust Indenture Act
	 	 	16	 
	Section 114. No Recourse against Others
	 	 	16	 
	Section 115. Waiver of Trial by Jury
	 	 	16	 
	 
	 	 	 	 
	ARTICLE II SECURITIES FORMS
	 	 	17	 
	Section 201. Forms of Securities
	 	 	17	 
	Section 202. Form of Trustee’s Certificate of Authentication
	 	 	17	 
	Section 203. Securities Issuable in Global Form
	 	 	17	 
	Section 204. Form of Legend for Book-Entry Securities
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III THE SECURITIES
	 	 	19	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	19	 
	Section 302. Denominations
	 	 	23	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	28	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	32	 
	Section 307. Payment of Interest; Interest Rights Preserved; Optional Interest
Reset
	 	 	33	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 308. Optional Extension of Maturity
	 	 	36	 
	Section 309. Persons Deemed Owners
	 	 	37	 
	Section 310. Cancellation
	 	 	37	 
	Section 311. Computation of Interest
	 	 	38	 
	Section 312. Currency and Manner of Payments in Respect of Securities
	 	 	38	 
	Section 313. Appointment and Resignation of Successor Exchange Rate Agent
	 	 	41	 
	Section 314. CUSIP Numbers
	 	 	42	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	42	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	42	 
	Section 402. Application of Trust Funds
	 	 	44	 
	 
	 	 	 	 
	ARTICLE V  REMEDIES
	 	 	44	 
	Section 501. Events of Default
	 	 	44	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	45	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	46	 
	Section 504. Trustee May File Proofs of Claim
	 	 	47	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons

	 	 	48	 
	Section 506. Application of Money Collected
	 	 	48	 
	Section 507. Limitation on Suits
	 	 	48	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest and Additional Amounts, if Any
	 	 	49	 
	Section 509. Restoration of Rights and Remedies
	 	 	49	 
	Section 510. Rights and Remedies Cumulative
	 	 	49	 
	Section 511. Delay or Omission Not Waiver
	 	 	50	 
	Section 512. Control by Holders of Securities
	 	 	50	 
	Section 513. Undertaking for Costs
	 	 	50	 
	Section 514. Waiver of Past Defaults
	 	 	50	 
	Section 515. Waiver of Usury, Stay or Extension Laws
	 	 	51	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE
	 	 	51	 






-ii-









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 601. Notice of Defaults
	 	 	51	 
	Section 602. Certain Rights of Trustee
	 	 	51	 
	Section 603. Not Responsible for Recitals or Issuance of Securities
	 	 	53	 
	Section 604. May Hold Securities
	 	 	54	 
	Section 605. Money Held in Trust
	 	 	54	 
	Section 606. Compensation and Reimbursement
	 	 	54	 
	Section 607. Corporate Trustee Required; Eligibility
	 	 	55	 
	Section 608. Resignation and Removal; Appointment of Successor
	 	 	55	 
	Section 609. Acceptance of Appointment by Successor
	 	 	56	 
	Section 610. Merger, Conversion, Consolidation or Succession to Business
	 	 	57	 
	Section 611. Appointment of Authenticating Agent
	 	 	58	 
	Section 612. Conflicting Interests
	 	 	60	 
	Section 613. Appointment of Co-Trustee
	 	 	60	 
	Section 614. Preferential Collection of Claims Against Company
	 	 	61	 
	Section 615. Trustee’s Application for Instructions from the Company
	 	 	61	 
	 
	 	 	 	 
	ARTICLE VII  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	61	 
	Section 701. Disclosure of Names and Addresses of Holders
	 	 	61	 
	Section 702. Reports by Trustee
	 	 	62	 
	Section 703. Reports by Company
	 	 	62	 
	Section 704. Calculation of Original Issue Discount
	 	 	63	 
	 
	 	 	 	 
	ARTICLE VIII  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	63	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	63	 
	Section 802. Successor Person Substituted
	 	 	64	 
	Section 803. Officers’ Certificate and Opinion of Counsel
	 	 	64	 
	 
	 	 	 	 
	ARTICLE IX  SUPPLEMENTAL INDENTURES
	 	 	65	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	65	 
	Section 902. Supplemental Indentures with Consent of Holders
	 	 	66	 
	Section 903. Execution of Supplemental Indentures
	 	 	68	 
	Section 904. Effect of Supplemental Indentures
	 	 	68	 






-iii-









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 	 	 	 	 
	Section 905. Conformity with Trust Indenture Act
	 	 	68	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	68	 
	Section 907. Effect on Senior Indebtedness
	 	 	68	 
	 
	 	 	 	 
	ARTICLE X  COVENANTS
	 	 	68	 
	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium, if any, and Interest
	 	 	68	 
	Section 1002. Maintenance of Office or Agency
	 	 	69	 
	Section 1003. Money for Securities Payments to be Held in Trust
	 	 	71	 
	Section 1004. Corporate Existence
	 	 	72	 
	Section 1005. Additional Amounts
	 	 	72	 
	Section 1006. Statement as to Compliance
	 	 	73	 
	Section 1007. Waiver of Certain Covenants
	 	 	73	 
	Section 1008. Statement by Officers as to Default
	 	 	73	 
	 
	 	 	 	 
	ARTICLE XI  REDEMPTION OF SECURITIES
	 	 	74	 
	Section 1101. Applicability of Article
	 	 	74	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	74	 
	Section 1103. Selection by Trustee of Securities to be Redeemed
	 	 	74	 
	Section 1104. Notice of Redemption
	 	 	74	 
	Section 1105. Deposit of Redemption Price
	 	 	76	 
	Section 1106. Securities Payable on Redemption Date
	 	 	76	 
	Section 1107. Securities Redeemed in Part
	 	 	77	 
	 
	 	 	 	 
	ARTICLE XII  SINKING FUNDS
	 	 	77	 
	Section 1201. Applicability of Article
	 	 	77	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	78	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	78	 
	 
	 	 	 	 
	ARTICLE XIII  REPAYMENT AT THE OPTION OF HOLDERS
	 	 	78	 
	Section 1301. Applicability of Article
	 	 	78	 
	Section 1302. Repayment of Securities
	 	 	79	 
	Section 1303. Exercise of Option
	 	 	79	 
	Section 1304. When Securities Presented for Repayment Become Due and Payable
	 	 	79	 






-iv-









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 1305. Securities Repaid in Part
	 	 	80	 
	 
	 	 	 	 
	ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE
	 	 	81	 
	Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or
Covenant Defeasance
	 	 	81	 
	Section 1402. Defeasance and Discharge
	 	 	81	 
	Section 1403. Covenant Defeasance
	 	 	82	 
	Section 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	82	 
	Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	84	 
	Section 1406. Reinstatement
	 	 	85	 
	 
	 	 	 	 
	ARTICLE XV MEETINGS OF HOLDERS OF SECURITIES
	 	 	85	 
	Section 1501. Purposes for Which Meetings May Be Called
	 	 	85	 
	Section 1502. Call, Notice and Place of Meetings
	 	 	85	 
	Section 1503. Persons Entitled to Vote at Meetings
	 	 	86	 
	Section 1504. Quorum; Action
	 	 	86	 
	Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	87	 
	Section 1506. Counting Votes and Recording Action of Meetings
	 	 	88	 
	 
	 	 	 	 
	ARTICLE XVI  SUBORDINATION OF SECURITIES
	 	 	88	 
	Section 1601. Agreement to Subordinate
	 	 	88	 
	Section 1602. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities
	 	 	89	 
	Section 1603. No Payment on Securities in Certain Circumstances
	 	 	90	 
	Section 1604. Payments on Securities Permitted
	 	 	92	 
	Section 1605. Authorization of Holders to Trustee to Effect Subordination
	 	 	92	 
	Section 1606. Notices to Trustee
	 	 	92	 
	Section 1607. Trustee as Holder of Senior Indebtedness
	 	 	93	 
	Section 1608. Modifications of Terms of Senior Indebtedness
	 	 	93	 
	Section 1609. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	93	 






EXHIBIT A — FORMS OF CERTIFICATES





-v-











 





     INDENTURE, dated as of                     , 200  , between MOLINA HEALTHCARE, INC., a Delaware corporation
(hereinafter called the “Company”), having its principal office at One Golden Shore Drive, Long
Beach, California, 90802, and [TRUSTEE], a                          , as Trustee (hereinafter called the
“Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company deems it desirable to issue from time to time for its lawful purposes
subordinated debt securities (hereinafter called the “Securities”) evidencing its unsecured and
subordinated indebtedness, which may or may not be convertible into or exchangeable for any
securities of any Person (including the Company), and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of the Securities, to be
issued in one or more series, unlimited as to principal amount, to bear such rates of interest, to
mature at such times and to have such other provisions as provided in this Indenture;



     WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions; and



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities and coupons, or of a series thereof, as follows:



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 101. Definitions.



          (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires or unless such definition is changed or amended in a supplement or
amendment to 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 TIA, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper”, as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the TIA;













 





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



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



          (b) Certain terms, used principally in Article III, Article V and Article VI, are defined in
those Articles.



          (c) Other terms are defined as follows:



     “Act”, when used with respect to any Holder, has the meaning specified in Section 104.



     “Additional Amounts” means any additional amounts which are required by a Security or by or
pursuant to a Board Resolution, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders 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 meanings correlative to the foregoing.



     “Authenticating Agent” means any Person appointed by the Trustee to act on behalf of the
Trustee pursuant to Section 611 to authenticate Securities.



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



     “Bearer Security” means any Security established pursuant to Section 201 which is payable to
bearer or that is otherwise not a Registered Security.



     “Board of Directors” means the board of directors of the Company, or the executive committee
or any committee of that board duly authorized to act hereunder.



2









 





     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary or any Vice President 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, and delivered to the Trustee.



     “Business Day”, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment or other location
are authorized or obligated by law or executive order to close.



     “Clearstream” means Clearstream Banking societe anonyme or its successor.



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



     “Common Depositary” has the meaning specified in Section 304.



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



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



     “Conversion Date” has the meaning specified in Section 312(d).



     “Conversion Event” means the cessation of use of (1) a Foreign Currency both by the government
of the country which issued such Currency and by a central bank or other public institutions of or
within the international banking community for the settlement of transactions, (2) the euro for the
settlement of transactions by public institutions of or within the European Communities or (3) any
currency unit (or composite currency) other than the euro for the purposes for which such currency
unit was established.



     “Corporate Trust Office” means the office of the Trustee at which, at any particular time, its
corporate trust business shall be principally administered, which office at the date hereof is
located at [Address], New York, New York [Zip Code].



     “Corporation” includes corporations, associations, limited liability companies, companies and
business trusts.



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



3









 





     “Currency” means any currency or currencies, composite currency or currency unit or currency
units, including, without limitation, the euro, issued by the government of one or more countries
or by any reorganized confederation or association of such governments.



     “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



     “Defaulted Interest” has the meaning specified in Section 307(a).



     “Depository Participant” means, with respect to the Depositary Trust Company (the
“Depository”) or its nominee, an institution that has an account therewith.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States of America as at the time shall be legal tender for the payment of public and private debts.



     “Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g).



     “Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 312(f).



     “Election Date” has the meaning specified in Section 312(h).



     “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor
as operator of the Euroclear System.



     “European Communities” means the European Union, the European Coal and Steel Community and the
European Atomic Energy Community.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Date” has the meaning specified in Section 304.



     “Exchange Rate Agent” means, with respect to Securities of or within any series, unless
otherwise specified with respect to any Securities pursuant to Section 301, a New York Clearing
House bank designated pursuant to Section 301 or Section 313.



     “Exchange Rate Officer’s Certificate” means a certificate setting forth (1) the applicable
Market Exchange Rate or the applicable bid quotation and (2) the Dollar or Foreign Currency amounts
of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series on the basis of
such Market Exchange Rate signed by the Chief Financial Officer, the Treasurer, the Controller, any
Vice President or any Assistant Treasurer or Assistant Controller of the Company.



4









 





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



     “Government Obligations” means, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, securities which are:




          (1) direct obligations of the government which issued the Currency in which the
Securities of a particular series are payable, or




          (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of such government which issued the Currency in which the Securities of such
series are payable, the payment of which is unconditionally guaranteed by such government,


which, in either case, are full faith and credit obligations of such government payable in such
Currency and are not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any
such Government Obligation or a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt.




     “Holder” means, in the case of a Registered Security, the Person in whose name a Security is
registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and,
when used with respect to any coupon, shall mean the bearer thereof.



     “Indenture” means this instrument as originally executed or 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 shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, that, if at any time more than one Person is
acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more
series of Securities for which such Person is Trustee, this instrument as originally executed or 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 shall include the terms of the or
those particular series of Securities for which such Person is Trustee established as contemplated
by Section 301, exclusive, however, of any provisions or terms which relate solely to other series
of Securities for which such Person is not Trustee, regardless of when such terms or provisions
were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such Trustee but to which
such Person, as such Trustee, was not a party.



     “Indexed Security” means a Security as to which all or certain interest payments and/or the
principal amount payable at Maturity are determined by reference to prices, changes in prices, or
differences between prices, of securities, Currencies, intangibles, goods, articles or



5









 







commodities or by such other objective price, economic or other measures as are specified in
Section 301 hereof.



     “Interest”, when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity, and, when used with
respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1005
or otherwise, includes such Additional Amounts.



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



     “Market Exchange Rate” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, (1) for any conversion involving a currency unit on the one hand and
Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit
and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for
the Securities of the relevant series, (2) for any conversion of Dollars into any Foreign Currency,
the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in
New York City as certified for customs purposes by the Federal Reserve Bank of New York and (3) for
any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal banking procedures, the
Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located in either New York City,
London or any other principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities
pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided
for in clauses (1), (2) and (3) of this definition, the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major banks in New York
City, London or another principal market for the Currency in question, or such other quotations as
the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate
Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such Currency shall be that upon
which a non-resident issuer of securities designated in such Currency would purchase such Currency
in order to make payments in respect of such securities.



     “Maturity”, when used 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 therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment, notice of exchange or conversion or otherwise.



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



6









 





     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or
who may be an employee of or other counsel for the Company.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.



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




          (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




          (2) Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as Paying Agent) for the
Holders of such Securities and any coupons appertaining thereto, provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;




          (3) Securities, except to the extent provided in Sections 1402 and 1403, with respect
to which the Company has effected defeasance and/or covenant defeasance as provided in
Article XIV; and




          (4) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company;


provided that, in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or calculation and that shall be
deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that
would be (or shall have been declared to be) due and payable, at the time of such determination,
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, (ii) the
principal amount of any Security denominated in a Foreign Currency that may be counted in making
such determination or calculation and that shall be deemed Outstanding for such purpose shall be
equal to the Dollar equivalent, determined as of the date such Security is originally issued by the
Company as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the
principal amount (or, in the case of an


7









 






Original Issue Discount Security or Indexed Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) or clause (iii) of this
definition, respectively) of such Security, (iii) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be deemed outstanding for
such purpose shall be equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such calculation or in
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 have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.




     “Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by
the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities or
coupons on behalf of the Company.



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



     “Place of Payment” means, when used with respect to the Securities of or within any series,
the place or places where the principal of (and premium, if any) and interest, if any, on such
Securities are payable as specified and as contemplated by Sections 301 and 1002.



     “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 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains.



     “Redeemable Capital Stock” means, with respect to any series of Securities, any class or
series of capital stock that, either by its terms of any security into which it is convertible or
exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time
would be, or required to be redeemed prior to the Maturity of such series of Securities or is
redeemable at the option of the holder thereof at any time prior to the Maturity of such series of
Securities, or is convertible into or exchangeable for debt securities at any time prior to such
Maturity.



     “Redemption Date”, when used with respect to any Security to be redeemed, in whole or in part,
means the date fixed for such redemption by or pursuant to this Indenture.



8









 





     “Redemption Price”, when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Registered Security” means any Security that is registered in the Security Register.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Registered
Securities of or within any series means the date specified for that purpose as contemplated by
Section 301, whether or not a Business Day.



     “Repayment Date” means, when used with respect to any Security to be repaid at the option of
the Holder, the date fixed for such repayment by or pursuant to this Indenture.



     “Repayment Price” means, when used with respect to any Security to be repaid at the option of
the Holder, the price at which it is to be repaid by or pursuant to this Indenture.



     “Responsible Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.



     “Security” or “Securities” has the meaning stated in the first recital of this Indenture and,
more particularly, means any Security or Securities authenticated and delivered under this
Indenture; provided, that, if at any time there is more than one Person acting as Trustee under
this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall
have the meaning stated in the first recital of this Indenture and shall more particularly 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
305.



     “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (a)
indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether
outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money
borrowed, unless in the instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such indebtedness is not senior or prior in right of payment to the
Securities, and (b) renewals, extensions, modifications and refundings of any such indebtedness.
Notwithstanding the foregoing, “Senior Indebtedness” shall not include (1) indebtedness evidenced
by the Securities outstanding on the date hereof or thereafter created; (2) indebtedness of the
Company that is expressly subordinated in right of payment to any Senior Indebtedness of the
Company or the Securities; (3) indebtedness of the Company that by operation of law is subordinate
to any general unsecured obligations of the Company; (4) indebtedness of the Company to the extent
incurred in violation of any covenant of this Indenture; (5) any liability for federal, state or
local taxes or other taxes, owed or owing by the Company; (6) indebtedness for goods, materials or
services purchased in the ordinary



9









 







course of business or indebtedness consisting of trade account payables or other current
liabilities (other than the current portion of long-term indebtedness which would constitute Senior
Indebtedness but for the operation of this clause (6)); (7) amounts owed by the Company for
compensation to employees or for services rendered to the Company, (8) indebtedness of the Company
to any Subsidiary or any other Affiliate of the Company or any such Affiliate’s Subsidiaries; (9)
Redeemable Capital Stock of the Company; (10) amounts owing under leases and (11) indebtedness
which when incurred and without any respect to any election under Section 111(b) of Title 11 of the
United States Code is without recourse to the Company.



     “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities
of or within any series means a date fixed by the Trustee pursuant to Section 307.



     “Stated Maturity”, when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, as such date may be extended pursuant to
the provisions of Section 308.



     “Subsidiary” means any corporation of which at the time of determination the Company, directly
and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting
Stock.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date
as of which this Indenture was executed, except as provided in Section 905.



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



     “United States” means, unless otherwise specified with respect to any Securities pursuant to
Section 301, the United States of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.



     “United States Person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States or an estate the income of which is subject to United States federal income taxation
regardless of its source or a trust whose administration is subject to the primary supervision of a
United States court and which has one or more United States persons who have the authority to
control all of its decisions.



     “Valuation Date” has the meaning specified in Section 312(c).



10









 





     “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”.



     “Voting Stock” means stock of the class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).



     “Yield to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent redetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.



     Section 102. Compliance Certificates and Opinions.



          (a) 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 is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



          (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 1006) 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 103. Form of Documents Delivered to Trustee.



          (a) 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 as to some



11









 







matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion with respect to such matters in one or several documents.



          (b) 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, or a certificate or representations by
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
opinion, certificate or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or representations 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 as to such
factual matters is in the possession of the Company unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or representations with respect to
such matters are erroneous.



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



     Section 104. Acts of Holders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all
series or one or more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed (which may be electronically signed) by such
Holders in person or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders of Securities of such
series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of
such series voting in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders of Securities of such series duly called and held in accordance with the
provisions of Article XV, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and 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 1506.



          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual



12









 







capacity, such certificate or affidavit shall also constitute sufficient proof of authority.
The fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the Trustee deems
reasonably sufficient.



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



          (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the
date of holding the same, may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing
that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to
it, the Bearer Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed
by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced
to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a
Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount
and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may
also be proved in any other manner that the Trustee deems sufficient.



          (e) If the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its
option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation is completed. 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 record
at the close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver
or other Act, and for that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than 180 days after the record date.



          (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of 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, omitted or suffered to be done by the



13









 







Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent, or the Company in
reliance thereon, whether or not notation of such action is made upon such Security.



     Section 105. Notices, Etc., to Trustee and Company.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or 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 by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing ( which may be via facsimile) to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or at any
other address previously furnished in writing by the Trustee to the Holders or the Company, or



               (2) the Company by the Trustee or by 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 it at the address of the Company’s principal office
specified in the first paragraph of this Indenture or at any other address previously furnished in
writing to the Trustee by the Company.



     Section 106. Notice to Holders; Waiver.



          (a) Where this Indenture provides for notice of any event to Holders of Registered Securities
by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or by email, to each
such Holder affected by such event, at his physical address or email address as such address
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 Registered
Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.



          (b) In case, by reason of the suspension of or irregularities in regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event to Holders of
Registered Securities when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice for every purpose hereunder.



          (c) Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if
published at least twice in an Authorized Newspaper in The City of New York and in such other city
or cities as may be specified in such Securities on a Business Day, the first such publication to
be not earlier than the earliest date, and not later than the latest date,



14









 







prescribed for the giving of such notice. Any such notice shall be deemed to have been given
on the date of the first such publication.



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



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



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



     Section 107. 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 108. 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 109. Separability Clause.



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



     Section 110. Benefits of Indenture.



     Nothing in this Indenture or in the Securities, or coupons, 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 any benefit or any legal or
equitable right, remedy or claim under this Indenture.



15









 





     Section 111. Governing Law.



     This Indenture, the Securities, and coupons shall be governed by and construed in accordance
with the law of the State of New York. This Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.



     Section 112. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
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 or coupon
other than a provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.



     Section 113. Conflict of Any Provision of Indenture with Trust Indenture Act.



     If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
any provision (an “incorporated provision”) required by or deemed to be included in this Indenture
by operation of the TIA, such imposed duties or incorporated provisions shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.



     Section 114. No Recourse against Others.



     A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities, or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. Each Holder by
accepting any of the Securities waives and releases all such liability.



     Section 115. Waiver of Trial by Jury.



     The Company, the Trustee, and Holders hereby irrevocably and unconditionally waive the right
to trial by jury in connection with any claim arising out of or relating to the Securities and
under this Indenture.




16












 





ARTICLE II




SECURITIES FORMS




     Section 201. Forms of Securities.



          (a) The Registered Securities, if any, of each series, the Bearer Securities, if any, of each
series and related coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company, as the case may be, may
deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Securities may be listed, or to conform to
usage.




          (b) Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.




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




     Section 202. Form of Trustee’s Certificate of Authentication.



     Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially
the following form:



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



	 	 	 	 	 
	 	[TRUSTEE]

as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated:





     Section 203. Securities Issuable in Global Form.



          (a) If Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301(b) and the provisions
of Section 302, any such Security shall represent such of the Outstanding Securities of


17









 







such series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented thereby may from
time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver 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 303
or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.




          (b) The provisions of Section 303(h) shall apply to any Security represented by a Security in
global form if such Security was never issued and sold by the Company and the Company delivers to
the Trustee the Security in global form together with written instructions (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303.




          (c) Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated
by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security
in permanent global form shall be made to the Person or Persons specified therein.




          (d) Notwithstanding the provisions of Section 309 and except as provided in Subsection (c) of
this Section, the Company, the Trustee and any agent of the Company and the Trustee shall treat as
the Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (1) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (2) in the case of a permanent global Security in
bearer form, Euroclear or Clearstream.




     Section 204. Form of Legend for Book-Entry Securities.



     Any Global Security authenticated and delivered hereunder shall bear a legend (which would be
in addition to any other legends required in the case of a restricted Security) in substantially
the following form:




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH



18









 







DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF
CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



ARTICLE III




THE SECURITIES




     Section 301. Amount Unlimited; Issuable in Series.



          (a) The aggregate principal amount of Securities which may be authenticated and delivered
under this Indenture is unlimited.




          (b) The Securities shall be subordinated in right of payment to Senior Indebtedness as
provided in Article XVI. The Securities shall rank equally and pari passu and may be issued in one
or more series. There shall be established in one or more Board Resolutions or pursuant to
authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of
the following, as applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) of this Section 301(b)), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series and set forth in such Securities of the
series when issued from time to time):





          (1) the title of the Securities of the series, including CUSIP Numbers (which shall
distinguish the Securities of such series from all other series of Securities);




          (2) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and whether
any series may be reopened for additional Securities of that series; in the event that such
series of Securities may be reopened from time to time for issuances of additional
Securities of such series, the terms thereof shall indicate whether any such additional
Securities shall have the same terms as the prior Securities of such series or whether the
Company may establish additional or different terms with respect to such additional
Securities;



19









 






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




          (4) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates from
which such interest shall accrue or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest shall be payable and the
Regular Record Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be determined, and the basis
upon which interest shall be calculated if other than on the basis of a 360-day year of
twelve 30-day months;




          (5) the place or places, if any, other than or in addition to the Borough of Manhattan,
The City of New York, where the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable, where any Registered Securities of the series may
be surrendered for registration of transfer, where Securities of the series may be
surrendered for exchange, where Securities of the series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, and where notices
or demands to or upon the Company in respect of the Securities of the series and this
Indenture may be served;




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




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




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




          (9) if other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;




          (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such portion shall be
determined;



20









 






          (11) if other than Dollars, the Currency or Currencies in which payment of the
principal of (or premium, if any) or interest, if any, on the Securities of the series shall
be made or in which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of any of the
provisions of Section 312;




          (12) whether the amount of payments of principal of (or premium, if any) or interest,
if any, on the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without limitation, on
one or more Currencies, commodities, equity indices or other indices), and the manner in
which such amounts shall be determined;




          (13) whether the principal of (or premium, if any) or interest, if any, on the
Securities of the series are to be payable, at the election of the Company or a Holder
thereof, in a Currency other than that in which such Securities are denominated or stated to
be payable, the period or periods within which (including the Election Date), and the 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 denominated or stated to
be payable and the Currency in which such Securities are to be so payable, in each case in
accordance with, in addition to or in lieu of any of the provisions of Section 312;




          (14) provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;




          (15) any deletions from, modifications of or additions to the Events of Default or
covenants or other provisions (including any deletions from, modifications of or additions
to any of the provisions of Section 1007) of the Company with respect to Securities of the
series, whether or not such Events of Default or covenants or other provisions are
consistent with the Events of Default or covenants or other provisions set forth herein;




          (16) whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities or both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities, whether any Securities of the series are to be issuable initially in
temporary global form and whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, whether beneficial owners of
interests in any such permanent global Security may exchange such interests for Securities
of such series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the manner provided
in Section 305, whether Registered Securities of the series may be exchanged for Bearer
Securities of the series (if permitted by applicable laws and regulations), whether Bearer
Securities of the series may be exchanged for Registered Securities of such series, and the
circumstances under which and the place or places where any such exchanges may be made and
if Securities of the series are to be issuable in global form, the identity of any initial
depository therefor;



21









 






          (17) the date as of which any Bearer Securities of the series and any temporary global
Security representing Outstanding Securities of the series shall be dated if other than the
date of original issuance of the first Security of the series to be issued;




          (18) the Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest, the manner in which, or the Person to whom, any interest on any Bearer Security of
the series shall be payable, if otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 304;




          (19) the applicability, if any, of Sections 1402 and 1403 to the Securities of the
series and any provisions in modification of, in addition to or in lieu of any of the
provisions of Article XIV;




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




          (21) whether, under what circumstances and the Currency in which, the Company will pay
Additional Amounts as contemplated by Section 1005 on the Securities of the series to any
Holder who is not a United States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather than pay such Additional
Amounts (and the terms of any such option);




          (22) the designation of the initial Exchange Rate Agent, if any;




          (23) if the Securities of the series are to be convertible into or exchangeable for any
securities of any Person (including the Company), the terms and conditions upon which such
Securities of the series will be so convertible or exchangeable (including, without
limitation, the initial conversion price or rate, the conversion period, the conversion
agent, if any, adjustments of the applicable conversion price or rate and any requirements
with respect to the reservation of shares or Securities for purposes of conversion);




          (24) if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered; and




          (25) any other terms of the series (which terms shall not be inconsistent with the
requirements of the TIA).



22









 





          (c) All Securities of any one series and the coupons appertaining to any Bearer Securities of
such series shall be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to such Board Resolution
(subject to Section 303) and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto. Not all Securities of any one series need to be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series or to establish additional terms of such series
of Securities (which additional terms shall only be applicable to unissued or additional Securities
of such series).




          (d) If any of the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall
be certified by the Secretary or an Assistant Secretary or any Vice President of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the
terms of the Securities of such series.




     Section 302. Denominations.



     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provision with respect to Securities of
any series, the principal, premium and interest and Additional Amounts with respect to the
Securities shall be payable in Dollars. With respect to Securities of any series denominated in
Dollars, in the absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in global form (which
may be of any denomination) shall be issuable in denominations of $1,000 and any integral multiple
thereof, and the Bearer Securities of such series, other than Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of $5,000 and any
integral multiple thereof.



     Section 303. Execution, Authentication, Delivery and Dating.



          (a) The Securities and any coupons appertaining thereto shall be executed on behalf of the
Company by its Chairman, its President or Chief Executive Officer, under its corporate seal
reproduced thereon or a facsimile or copy thereof and attested by its Secretary or one of its
Assistant Secretaries or Vice Presidents. The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.




          (b) Securities or coupons 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 such Securities or coupons.




          (c) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company, to the Trustee for authentication, together with a


23









 







Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such Securities; provided, that,
in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered
to any location in the United States; and provided further that, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive such Bearer Security
shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture or such
other certificate as may be specified with respect to any series of Securities pursuant to Section
301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security
is delivered and the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner’s interest therein upon original
issuance of such Security or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such beneficial owner’s interest
in such permanent global Bearer Security. Except as permitted by Section 306, the Trustee shall
not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled. If all the Securities of any series are not to be issued
at one time and if the Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such series, such as interest
rate, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon,





          (1) an Opinion of Counsel stating,




               (i) that the form or forms of such Securities and any coupons have been
established in conformity with the provisions of this Indenture;




               (ii) that the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and




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



24









 






          (2) an Officers’ Certificate stating, to the best of the knowledge of the signers of
such certificate, that no Event of Default with respect to any of the Securities shall have
occurred and be continuing; and




          (3) an executed supplemental indenture (if any).



          (d) Notwithstanding the provisions of Section 301 and of this Section 303, if all the
Securities of any series are not to be issued at one time, it shall not be necessary to deliver an
Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order, Opinion of
Counsel or Officers’ Certificate otherwise required pursuant to Subsection (c) of this Section at
the time of issuance of each Security of such series, but such order, opinion and certificates,
with appropriate modifications to cover such future issuances, shall be delivered at or before the
time of issuance of the first Security of such series.




          (e) The Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required
to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes
that it would be unable to perform its duties with respect to such Securities.




          (f) Each Registered Security shall be dated the date of its authentication and each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.




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




          (h) Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.




     Section 304. Temporary Securities.



          (a) Pending the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities


25









 







in lieu of which they are issued, in registered form, or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary Securities may be in
global form.




          (b) Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(c) or as otherwise provided in or pursuant to a Board Resolution), if
temporary Securities of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series (accompanied by
any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations; provided, that, no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance
with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.




          (c) (1) Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(c)
shall govern the exchange of temporary Securities issued in global form.





          (2) If temporary Securities of any series are issued in global form, any such temporary
global Security shall, unless otherwise provided therein, be delivered to the London office
of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear
and Clearstream, for credit to the respective accounts of the beneficial owners of such
Securities (or to such other accounts as they may direct).




          (3) Without unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate
principal amount equal to the principal amount of such temporary global Security, executed
by the Company. On or after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for each portion
of such temporary global Security and upon receipt of the Company Order described in Section
303, an equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary global Security
to be exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent global bearer
form or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any



26









 







combination thereof is so specified, as requested by the beneficial owner thereof;
provided, that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the
portion of such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the
portion of such temporary global Security held for its account then to be exchanged, each in
the form set forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.




          (4) Unless otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall be exchanged
for definitive Securities of the same series and of like tenor following the Exchange Date
when the account holder instructs Euroclear or Clearstream, as the case may be, to request
such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as
may be established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices of Euroclear
and Clearstream, the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent. Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial owners of such
temporary global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the offices of Euroclear
or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the United States.




          (5) Until exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section 301, interest
payable on a temporary global Security on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the
Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section 301), for credit
without further interest thereon on or after such Interest Payment Date to the respective
accounts of the Persons who are the beneficial owners of such temporary global Security on
such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture
(or in such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to this clause
(5) of Section 304(c) shall



27









 







satisfy the certification requirements of clauses (3) and (4) of this Section 304(c) and of Section
303(c) of this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the Exchange
Date or the date of certification if such date occurs after the Exchange Date, without
further act or deed by such beneficial owners. Except as otherwise provided in this clause
(5) of Section 304(c), no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will be made
unless and until such interest in such temporary global Security shall have been exchanged
for an interest in a definitive Security. Any interest so received by Euroclear and
Clearstream and not paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid to the
Company.



     Section 305. Registration, Registration of Transfer and Exchange.



          (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency of the Company in a Place of Payment a register for each series of Securities (the
registers maintained in such office or in any such office or agency of the Company in a Place of
Payment being herein sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities. The Security
Register shall be in written form or any other form capable of being converted into written form
within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially
appointed “Security Registrar” for the purpose of registering Registered Securities and transfers
of Registered Securities on such Security Register as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times.




          (b) Upon surrender for registration of transfer of any Registered Security of any series at
any office or agency in a Place of Payment for the register and transfer of Securities that series,
the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and
conditions of this Article III, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series, of any authorized denominations and of a like
aggregate principal amount, and tenor.




          (c) At the option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series, of any authorized denomination and of a like
aggregate principal amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is entitled to receive.
Unless otherwise specified with respect to any series of Securities as contemplated by Section 301,
Bearer Securities may not be issued in exchange for Registered Securities.




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          (d) If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same series of any
authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same series and like
tenor after the close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this Indenture.




          (e) 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.




          (f) Notwithstanding the foregoing, except as otherwise specified as contemplated by Section
301:




               (1) Each global Security authenticated under this Indenture shall be registered in the name of
the Depositary designated for such global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such global Security shall
constitute a single Security for all purposes of this Indenture.



               (2) Notwithstanding any other provision in this Indenture, no global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such global
Security or a nominee thereof unless (A) such Depositary (i) has



29









 







notified the Company that it is
unwilling or unable to continue as Depositary for such global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in
either case the Company has not appointed a successor Depositary within 90 days of receipt of such
notice or cessation, as the case may be, [(B) there shall have occurred and be continuing an Event
of Default with respect to such global Security or] (C) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 301. Notwithstanding the foregoing, the Company may at any time in its
sole discretion determine that Securities issued in the form of a global Security shall no longer
be represented in whole or in party by such global Security, and the Trustee, upon receipt of a
Company Order therefor, shall authenticate and deliver definitive Securities in exchange in whole
or in part for such Global Security.



               (3) Subject to clause (2) above, any exchange or transfer of a global Security for other
Securities may be made in whole or in part, and all Securities issued in exchange for a global
Security or any portion thereof shall be registered in such names as the Depositary for such global
Security shall direct.



               (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a global Security or any portion thereof, whether pursuant to this
Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a global Security, unless such Security is registered in the name of a
Person other than the Depositary for such global Security or a nominee thereof.



               (5) If any beneficial owner of an interest in a permanent global Security is entitled to
exchange such interest for Securities of such series and of like tenor and principal amount of
another authorized form and denomination, as specified as contemplated by Section 301 and provided
that any applicable notice provided in the permanent global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s interest in such
permanent global Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be surrendered by the Common
Depositary or such other depositary 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 from time to
time in part, for definitive Securities without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such permanent global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the beneficial owner
thereof; provided, that, no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among those selected for
redemption; and provided further that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any location in the United
States. If a Registered Security is issued in



30









 







exchange for any portion of a permanent global
Security after the close of business at the office
or agency where such exchange occurs on (1) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (2) any Special Record
Date and before the opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of such Registered Security, but will 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
permanent global Security is payable in accordance with the provisions of this Indenture.



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




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




          (i) No service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.




          (j) The Company shall not be required (1) to issue, register the transfer of or exchange any
Security if such Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before, and ending at the close of business on (i) if such
Securities are issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (ii) if such Securities are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if such Securities are also issuable as
Registered Securities and there is no publication, the mailing of the relevant notice of
redemption, or (2) to register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security to be redeemed in
part, the unredeemed portion thereof, or (3) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered Security of that
series and like tenor, provided that such Registered Security shall be simultaneously surrendered
for redemption, or (4) to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if any, of such Security
not to be so repaid.




          (k) Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such


31









 







Holder’s Security in
violation of any provision of this Indenture and/or applicable United States Federal or state
securities law.




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




     Section 306. Mutilated, Destroyed, Lost and Stolen Securities.



          (a) If any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such security or
indemnity as may be required by the Company or the Trustee to save each of them or any agent of
either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount, and
bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.




          (b) If there shall be delivered to the Company and to the Trustee (1) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and (2) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.




          (c) Notwithstanding the provisions of the Sections 306(a) and (b), in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the
coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, that, payment of principal of (and premium, if any) and interest, if any, on
Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office
or agency located outside the United States and, unless otherwise specified as contemplated by
Section 301, any interest on Bearer Securities shall be payable only upon presentation and
surrender of the coupons appertaining thereto.





32











 





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



          (e) Every new Security of any series, together with its coupons, if any, issued pursuant to
this Section in lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for a
Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an
original additional contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.



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



     Section 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.



          (a) Except as otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest, if any, on any Registered Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 1002; provided, that, each installment of interest,
if any, on any Registered Security may at the Company’s option be paid by (1) mailing a check for
such interest, payable to or upon the written order of the Person entitled thereto pursuant to
Section 309, to the address of such Person as it appears on the Security Register or (2) transfer
to an account located in the United States maintained by the payee.



          (b) Unless otherwise provided as contemplated by Section 301 with respect to the Securities of
any series, payment of interest, if any, may be made, in the case of a Bearer Security, by transfer
to an account located outside the United States maintained by the payee.



          (c) Unless otherwise provided as contemplated by Section 301, every permanent global Security
will provide that interest, if any, payable on any Interest Payment Date will be paid to each of
Euroclear and Clearstream with respect to that portion of such permanent global Security held for
its account by the Common Depositary, for the purpose of permitting each of Euroclear and
Clearstream to credit the interest, if any, received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.



          (d) In case a Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a Place of Payment
for such series) on any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not be



33









 







payable on such
Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.



          (e) Except as otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, any interest on any Registered Security of any series that is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered 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)
of this Subsection:




          (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment (which shall
not be less than 20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in Sections 312(b),
312(d) and 312(e)) 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 deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner provided in Section 106, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest shall be paid to
the Persons in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2) of this Subsection. In
case a Bearer Security of any series is surrendered at the office or agency in a Place of
Payment for such series in exchange for a Registered Security of such series after the close
of business at such office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in



34









 







exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.




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



          (f) The provisions of this Section 307(f) may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an “Optional Reset
Date”). The Company may exercise such option with respect to such Security by notifying the
Trustee of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date for
such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice
(the “Reset Notice”) indicating whether the Company has elected to reset the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable), and if so (1)
such new interest rate (or such new spread or spread multiplier, if applicable) and (2) the
provisions, if any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a “Subsequent Interest Period”), including the date or dates on which or
the period or periods during which and the price or prices at which such redemption may occur
during the Subsequent Interest Period.



          (g) Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date,
the Company may, at its option, revoke the interest rate (or the spread or spread multiplier used
to calculate such interest rate, if applicable) provided for in the Reset Notice and establish a
higher interest rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such spread or spread
multiplier providing for a higher interest rate, if applicable) to the Holder of such Security.
Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Securities have not tendered
such Securities for repayment (or have validly revoked any such tender) pursuant to Section 307(h),
will bear such higher interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable).



          (h) The Holder of any such Security may have the option to elect repayment by the Company of
the principal of such Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article XIII for repayment
at the option of Holders except that the period for delivery or



35









 







notification to the Trustee shall
be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the
Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close of business on the
tenth day before such Optional Reset Date.



          (i) Subject to the foregoing provisions of this Section and Section 305, 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 308. Optional Extension of Maturity.



          (a) The provisions of this Section 308 may be made applicable to any series of Securities
pursuant to Section 301 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended
at the option of the Company for the period or periods specified on the face of such Security (each
an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face
of such Security. The Company may exercise such option with respect to any Security by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to the Stated Maturity of
such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If
the Company exercises such option, the Trustee shall transmit, in the manner provided for in
Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable), if any,
applicable to the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of
such Security shall be extended automatically and, except as modified by the Extension Notice and
as described in this Section 308(b), such Security will have the same terms as prior to the
transmittal of such Extension Notice.



          (b) Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity
of such Security, the Company may, at its option, revoke the interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable) provided for in
the Extension Notice and establish a higher interest rate (or spread, spread multiplier or other
formula used to calculate such higher interest rate, if applicable) for the Extension Period by
causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or spread, spread multiplier or other formula used to calculate such interest rate,
if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher interest rate.



          (c) If the Company extends the Stated Maturity of any Security, the Holder will have the
option to elect repayment of such Security by the Company on the Original Stated Maturity at a
price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain
repayment on the Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article XIII for



36









 







repayment at the
option of Holders, except that the period for delivery or notification to the Trustee shall be at
least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the
Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.



     Section 309. Persons Deemed Owners.



          (a) Prior to due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307)
interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and none of the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.



          (b) Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery.
The Company, the Trustee and any agent of the Company, or the Trustee may treat the bearer of any
Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for
the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and none of the Company, the Trustee
nor any agent of the Company, or the Trustee shall be affected by notice to the contrary.



          (c) 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 Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.



          (d) Notwithstanding the foregoing, with respect to any global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company, or the Trustee, from giving effect
to any written certification, proxy or other authorization furnished by any depositary, as a
Holder, with respect to such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such global Security.



     Section 310. Cancellation.



          (a) All Securities and coupons surrendered for payment, redemption, repayment at the option of
the Holder, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any
such purpose shall be promptly cancelled by it. 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 may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation



37









 







any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for cancellation. 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 this Indenture. Cancelled Securities and coupons held by the Trustee shall be disposed of
by the Trustee in its customary manner unless by a Company Order the Company directs that cancelled
Securities be returned to the Company.



     Section 311. Computation of Interest.



     Except as otherwise specified as contemplated by Section 301 with respect to Securities of any
series, interest, if any, on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.



     Section 312. Currency and Manner of Payments in Respect of Securities.



          (a) Unless otherwise specified with respect to any Securities pursuant to Section 301, with
respect to Registered Securities of any series not permitting the election provided for in
Subsection (b) of this Section or the Holders of which have not made the election provided for in
Subsection (b) of this Section, and with respect to Bearer Securities of any series, except as
provided in Subsection (d) of this Section, payment of the principal of (and premium, if any) and
interest, if any, on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is payable. The
provisions of this Section 312 may be modified or superseded with respect to any Securities
pursuant to Section 301.



          (b) It may be provided pursuant to Section 301 with respect to Registered Securities of any
series that Holders shall have the option, subject to Subsection (d) and (e) of this Section, to
receive payments of principal of (or premium, if any) or interest, if any, on such Registered
Securities in any of the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form established
pursuant to Section 301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such payments in any such
Currency, such election will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the Trustee (but any such
change must be made not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such payment date and no such
change of election may be made with respect to payments to be made on any Registered Security of
such series with respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article IV or XIV or with respect to which a notice of
redemption has been given by the Company or a notice of option to elect repayment has been sent by
such Holder or such transferee). Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee of such series of Registered Securities not later than
the close of business on the applicable Election Date will be paid the amount due on the applicable
payment date in



38









 







the relevant Currency as provided in Subsection (a) of this Section. The Trustee
shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made such written
election.



          (c) Unless otherwise specified pursuant to Section 301, if the election referred to in
Subsection (b) of this Section has been provided for pursuant to Section 301, then, unless
otherwise specified pursuant to Section 301, not later than the fourth Business Day after the
Election Date for each payment date for Registered Securities of any series, the Exchange Rate
Agent will deliver to the Company a written notice specifying the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Registered Securities to be paid on such payment
date, specifying the amounts in such Currency so payable in respect of the Registered Securities as
to which the Holders of Registered Securities of such Series shall have elected to be paid in
another Currency as provided in Subsection (b) of this Section. If the election referred to in
Subsection (b) of this Section has been provided for pursuant to Section 301 and if at least one
Holder has made such election, then, unless otherwise specified pursuant to Section 301, on the
second Business Day preceding such payment date the Company will deliver to the Trustee for such
series of Registered Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or
Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities
who have elected payment in a Currency as provided in Subsection (b) of this Section shall be
determined by the Company on the basis of the applicable Market Exchange Rate in effect on the
second Business Day (the “Valuation Date”) immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest error.



          (d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the
Securities are denominated or payable other than pursuant to an election provided for pursuant to
Subsection (b) of this Section, then with respect to each date for the payment of principal of (and
premium, if any) and interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency was used (the
“Conversion Date”), the Dollar shall be the currency of payment for use on each such payment date.
Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to
the Trustee and by such Trustee or any Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent
of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided
in Subsection (f) or (g) of this Section.



          (e) Unless otherwise specified pursuant to Section 301, if the Holder of a Registered Security
denominated in any Currency shall have elected to be paid in another Currency as provided in
Subsection (b) of this Section, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment would have been made
in the absence of such election; and if a Conversion Event occurs with respect to the Currency in
which payment would have been made in the absence of



39









 







such election, such Holder shall receive
payment in Dollars as provided in Subsection (d) of this Section.



          (f) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate
Agent and shall be obtained for each subsequent payment date by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Conversion Date.



          (g) The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate
Agent and subject to the provisions of Subsection (h) of this Section shall be the sum of each
amount obtained by converting the Specified Amount of each Component Currency into Dollars at the
Market Exchange Rate for such Component Currency on the Valuation Date with respect to each
payment.



          (h) For purposes of this Section 312, the following terms shall have the following meanings:



     A “Component Currency” shall mean any currency which, on the Conversion Date, was a component
currency of the relevant currency unit, including, but not limited to, the euro.



     A “Specified Amount” of a Component Currency shall mean the number of units of such Component
Currency or fractions thereof which were represented in the relevant currency unit, including, but
not limited to, the euro, on the Conversion Date. If after the Conversion Date the official unit of
any Component Currency is altered by way of combination or subdivision, the Specified Amount of
such Component Currency shall be divided or multiplied in the same proportion. If after the
Conversion Date two or more Component Currencies are consolidated into a single Currency, the
respective Specified Amounts of such Component Currencies shall be replaced by an amount in such
single Currency equal to the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single Currency, and such amount shall thereafter be a Specified
Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion
Date any Component Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by amounts of such two or more currencies, having an
aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal
to the Dollar Equivalent of the Specified Amount of such former Component Currency at the Market
Exchange Rate immediately before such division, and such amounts shall thereafter be Specified
Amounts and such currencies shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, including, but not limited to, the euro, a Conversion Event
(other than any event referred to above in this definition of “Specified Amount”) occurs with
respect to any Component Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating
the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate
in effect on the Conversion Date of such Component Currency.



     “Election Date” shall mean the Regular Record Date for the applicable series of Registered
Securities or at least 16 days prior to Maturity, as the case may be, or such other prior



40









 







date for
any series of Registered Securities as specified pursuant to clause 13 of Section 301 by which the
written election referred to in Section 312(b) may be made.



          (i) All decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange
Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee of any such decision or determination.



          (j) In the event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and such Trustee will promptly thereafter
give notice in the manner provided for in Section 106 to the affected Holders) specifying the
Conversion Date. In the event the Company so determines that a Conversion Event has occurred with
respect to the euro or any other currency unit in which Securities are denominated or payable, the
Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent
(and such Trustee will promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event the Company determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of Specified Amount
above has occurred, the Company will similarly give written notice to the Trustee and the Exchange
Rate Agent.



          (k) The Trustee of the appropriate series of Securities shall be fully justified and protected
in conclusively relying and acting upon information received by it from the Company and the
Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy
or validity of such information independent of the Company or the Exchange Rate Agent.



     Section 313. Appointment and Resignation of Successor Exchange Rate Agent.



          (a) Unless otherwise specified pursuant to Section 301, if and so long as the Securities of
any series (1) are denominated in a Foreign Currency or (2) may be payable in a Foreign Currency,
or so long as it is required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at least one Exchange
Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange
determinations at the time and in the manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and, if applicable, for the purpose of converting the
issued Foreign Currency into the applicable payment Currency for the payment of principal (and
premium, if any) and interest, if any, pursuant to Section 312.



          (b) No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate
Agent pursuant to this Section shall become effective until the acceptance of appointment by the
successor Exchange Rate Agent as evidenced by a written



41









 







instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.



          (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Exchange Rate Agent 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 Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of
that or those series (it being understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of
such series and that, unless otherwise specified pursuant to Section 301, at any time there
shall only be one Exchange Rate Agent with respect to the Securities of any particular series that
are originally issued by the Company on the same date and that are initially denominated and/or
payable in the same Currency).



     Section 314. CUSIP Numbers.



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



ARTICLE IV




SATISFACTION AND DISCHARGE




     Section 401. Satisfaction and Discharge of Indenture.



          (a) Unless otherwise specified pursuant to Section 301, this Indenture shall upon Company
Request cease to be of further effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of transfer or exchange of
Securities of such series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt of a Company Order,
and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when



               (1) either




          (i) all Securities of such series theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (A) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as provided
in Section 305, (B) Securities and coupons of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, (C)
coupons appertaining to Securities called for



42









 







redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section
1106, and (D) Securities and coupons of such series for whose payment money has
theretofore been deposited with the Trustee or any Paying Agent in trust or
segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or




          (ii) all Securities of such series and, in the case of subclause (A) or (B) of
this clause (ii), any coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation,




          (A) have become due and payable, or




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




          (C) redeemable at the option of the Company, are to be called for
redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company, and the Company, in the case of subclause (A),
(B) or (C) of this clause (ii), has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose an
amount in the Currency in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities
and such coupons not theretofore delivered to the Trustee for cancellation,
including the principal (and premium, if any) and interest, if any, to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;




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




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



          (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the
Company to any Authenticating Agent under Section 611 if money shall have been deposited with the
Trustee pursuant to clause (1) of Section 401(a), the obligations of the Trustee under Section 402
and Section 1003(d) and the obligations of the Company and the Trustee with respect to Securities
of such series under Sections 305, 306, 1002 and 1005, with respect to the payment of Additional
Amounts, if any, with respect to any rights of Holders to require the Company to repay such
Securities as contemplated by Section 1301 and with respect to any rights of Holders to convert or
exchange such Securities into other Securities, shall



43









 







survive such satisfaction and discharge.
These obligations shall continue to be governed and construed in accordance with Section 111.



     Section 402. Application of Trust Funds.



     Subject to the provisions of Section 1003(d), all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons 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 Persons entitled thereto, of the principal (and premium, if any) and interest, if
any, for whose payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by law.



ARTICLE V




REMEDIES




     Section 501. Events of Default.



          (a) “Event of Default”, wherever used herein with respect to any particular series of
Securities, means any one of the following events as such events may be otherwise amended in
accordance with Section 301 (whatever the reason for such Event of Default and whether or not 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):




          (1) default in the payment of any interest upon, or any Additional Amount payable in
respect of, any Security of that series or of any coupon appertaining thereto, when such
interest or coupon becomes due and payable, and continuance of such default for a period of
30 days; or




          (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or




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




          (4) default in the performance, or breach, of any covenant or agreement of the Company
in this Indenture with respect to any Security of that series (other than a covenant or
agreement a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and 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 that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or



44









 






          (5) the Company pursuant to or within the meaning of any Bankruptcy Law:




          (i) commences a voluntary case or proceedings,




          (ii) consents to the entry of an order for relief against it in an involuntary
case or proceedings,




          (iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property,




          (iv) makes a general assignment for the benefit of its creditors, or




          (v) issues a public announcement admitting its inability to pay its debts
generally as they become due; or




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




          (i) is for relief against the Company in an involuntary case,




          (ii) appoints a Custodian of the Company or for all or substantially all of its
property, or




          (iii) orders the winding-up or liquidation of the Company.




          (iv) and the order or decree remains unstayed and in effect for 90 days; or




          (7) any other Event of Default provided with respect to Securities of that series.



          (b) The term “Bankruptcy Law” means title 11, U.S. Code, as amended from time to time, or any
similar foreign, Federal or State law for the relief of debtors. The term “Custodian” means any
custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.



     Section 502. Acceleration of Maturity; Rescission and Annulment.



          (a) If an Event of Default (other than an Event of Default specified in clauses (5) and (6) of
Section 501(a) with respect to the Company) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series) plus accrued and
unpaid interest of all the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders),



45









 







and upon any such
declaration such principal amount plus accrued and unpaid interests or specified portion thereof
shall become immediately due and payable. If an Event of Default specified in clauses (5) and (6)
of Section 501(a) with respect to the Company occurs, the amounts described above with respect to
the Outstanding Securities of all series shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder. Upon payment of
such principal and interest, all of the Company’s obligations under the Securities of such Series
and this Indenture, other than obligations under Section 606, shall terminate.



          (b) At any time after such a declaration of acceleration with respect to 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 provided in this Article, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:




          (1) the Company has paid or deposited with the Trustee a sum sufficient in cash to pay
all principal, interest and Additional Amounts which have become due other than by such
declaration of acceleration, interest or any such overdue amounts, and amounts owing the
Trustee;




          (2) all Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of (or premium, if any) or interest on Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 514; and




          (3) such rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.



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



     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.



          (a) The Company covenants that if:




          (1) default is made in the payment of any installment of interest or Additional Amounts
on any Security of any series and any related coupon when such interest or Additional
Amounts becomes 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 premium, if any, on) any
Security of any series at its Maturity,


then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of Securities of such series and coupons, the whole amount then due and payable on such
Securities and coupons for principal (and premium, if any) and interest, if any, with interest upon
any overdue principal (and premium, if any) and, to the extent that payment of such interest shall
be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates


46









 






borne by or provided for in such Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




          (b) If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and
may enforce the same against the Company or any other obligor upon Securities of such series and
collect the moneys 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 of such series, wherever situated.



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



     Section 504. Trustee May File Proofs of Claim.



          (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company, or any other obligor upon the Securities or the property of the Company, or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of
any series 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, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise:




          (1) to file and prove a claim for the whole amount of principal (and premium, if any,
or in the case of Original Issue Discount Securities or Indexed Securities, such portion of
the principal as may be provided for in the terms thereof) and interest, if any, owing and
unpaid in respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and




          (2) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due 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 606.



47









 





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



     Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.



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



     Section 506. Application of Money Collected.



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




          First: To the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606;




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




          Third: To the payment of the remainder, if any, to the Company.



     Section 507. Limitation on Suits.



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



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



48









 





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



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



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



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


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




     Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and
Additional Amounts, if Any.



     Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Sections 305 and 307) interest, if any, and Additional
Amounts, if any, on such Security or payment of such coupon on the respective due dates expressed
in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.



     Section 509. Restoration of Rights and Remedies.



     If the Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder, then and in every
such case the Company, the Trustee and the Holders of Securities and coupons 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 the Holders shall continue as
though no such proceeding had been instituted.



     Section 510. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306(f), no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every right and remedy



49









 







shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



     Section 511. Delay or Omission Not Waiver.



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



     Section 512. Control by Holders of Securities.



     With respect to any series, the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, provided that



          (a) such direction shall not be in conflict with any rule of law or with this Indenture,



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



          (c) the Trustee need not take any action which might involve it in personal liability or be
unjustly prejudicial to the Holders of Securities of such series not consenting.



     Section 513. Undertaking for Costs.



     All parties to this Indenture agree that 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 a Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the
party litigant, provided that this Section 513 shall not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 508 hereof, or a suit by Holders of more than 10% in principal amount
of the then Outstanding Securities.



     Section 514. Waiver of Past Defaults.



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



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          (1) in the payment of the principal of (or premium, if any) or interest, if any, or
Additional Amounts on any Security of such series or any related coupons, or




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



          (b) 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 Event of Default or impair any right
consequent thereon.



     Section 515. Waiver of Usury, Stay or Extension Laws.



     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law or any usury or other 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 (to the
extent that it may lawfully do so) hereby expressly waives 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.



ARTICLE VI




THE TRUSTEE




     Section 601. Notice of Defaults.



     Within five days after the earlier of receipt from the Company of notice of the occurrence of
a Default or Event of Default hereunder or the date such occurrence hereunder actually becomes
known to a Responsible Officer of the Trustee, the Trustee shall transmit to all Holders of
Securities of such series, in the manner and to the extent provided in TIA Section 313(c), notice
of such Default hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, that, except in the case of a Default in the payment of the principal of (or
premium, if any) or interest, if any, on any Security of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities 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 determines that the withholding of such notice is in the interests of the Holders of the
Securities and coupons of such series; and provided further that in the case of any Default or
breach of the character specified in clause (4) of Section 501(a) with respect to the Securities
and coupons of such series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof unless otherwise specified in accordance with Section 301.



     Section 602. Certain Rights of Trustee.



          (a) Subject to the provisions of TIA Sections 315(a) through 315(d):



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




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




          (3) Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any Security,
together with any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein)
and any resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution.




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




          (5) The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, determined as provided in
Sections 101 and 104.




          (6) 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 be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel
or an Officers’ Certificate.




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




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




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




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investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney but in the
case of any certificate or opinion specifically required by the Indenture to be delivered to
the Trustee, the Trustee shall have a duty to examine the same to determine whether they
conform to the Indenture requirements.




          (10) 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.




          (11) The Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture other than any liabilities arising out of the negligence
of the Trustee.




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




          (13) The Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by
any person authorized to sign an Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.



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




     Section 603. Not Responsible for Recitals or Issuance of Securities.



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



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     Section 604. May Hold Securities.



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



     Section 605. Money Held in Trust.



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



     Section 606. Compensation and Reimbursement.



          (a) The Company agrees:





          (1) to pay to the Trustee from time to time such compensation for all services rendered
by it hereunder as shall be agreed upon in writing from time to time (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 each of the Trustee and
any predecessor Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as shall be determined to have
been caused by its own negligence or willful misconduct; and




          (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any and all loss, damage, claims, liability or expense incurred without
negligence or bad faith on its own part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and expenses of
defending itself against any claim (whether asserted by the Company or any Holder or any
other Person) or liability in connection with the exercise or performance of any of its
powers or duties hereunder.



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




          (c) When the Trustee incurs expenses or renders services after an Event of Default specified
in clause (5) or (6) of Section 501(a) occurs, the expenses and compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.




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     Section 607. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee
under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.
If such corporation publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time 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 608. Resignation and Removal; Appointment of Successor.



          (a) 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 in accordance with the applicable requirements of Section 609.




          (b) 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.




          (c) 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 to the Company.




          (d) If at any time:





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




          (2) the Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or by any Holder of a Security who has been a
bona fide Holder of a Security for at least six months, or




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



55









 





          (e) If an instrument of acceptance by a successor Trustee shall not have been delivered to the
Trustee within 30 days after the giving of a notice of resignation or the delivery of an Act of
removal, the Trustee resigning or being removed or any Holder who has been a bona fide Holder of
Securities for at least six months, may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.




          (f) 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 that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time, except as provided in Section 613, there shall be only one
Trustee with respect to the Securities of any particular series). If, within one year after such
resignation, removal or incapability, 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, 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 hereinafter provided, 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 Securities of such series.




          (g) 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 in the manner provided for notices to the Holders of Securities in
Section 106. 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.




     Section 609. Acceptance of Appointment by Successor.



          (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and
to 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
of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 606.




56









 








          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series 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, each 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 and 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 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 and each 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
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all 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.



          (c) Upon request of any such 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 Subsection (a) or (b) of this Section, as the case
may be.




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




     Section 610. 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,



57









 







provided such corporation shall be otherwise qualified and eligible under this Article,
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 or coupons 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 or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities or coupons.
In case any Securities or coupons shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities or coupons, in either its
own name or that of its predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.



     Section 611. Appointment of Authenticating Agent.



          (a) At any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof, 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. Any such appointment shall be evidenced by
an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. 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 shall be reasonably acceptable
to the Company and, except as may otherwise be provided pursuant to Section 301, shall at all times
be a bank or trust company or corporation organized and doing business and in good standing under
the laws of the United States of America or of any State or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State authorities. If
such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In
case at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.




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




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          (c) An Authenticating Agent for any series of Securities may at any time resign by giving
written notice of resignation to the Trustee for such series and to the Company. The Trustee for
any series of Securities may at any time terminate the agency of an Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for
such series may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give notice of such appointment to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve in the manner set forth in Section 106. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.




          (d) The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services under this
Section.




          (e) If an appointment with respect to one or more series is made 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 substantially in the
following form:




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



	 	 	 	 	 
	 	
[             
              
              
              
              

]

as Trustee

 	 
	 	By  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



59









 






	 	 	 	 	 




     Section 612. Conflicting Interests.



     The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.
[Disclosure of any Senior Indenture entered into between the Company and the Trustee.]



     Section 613. Appointment of Co-Trustee.



          (a) For the purpose of meeting any legal requirements of any jurisdiction in which the Company
may at the time be located in connection with the enforcement of any right or the taking of any
action on behalf of the Holders of any Securities issued hereunder, the Trustee shall have the
power and may execute and deliver all instruments necessary to appoint one or more Persons to act
as a co-trustee or co-trustees, or separate trustee or separate trustees, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or desirable. Each co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a trustee under
Section 607. The Trustee shall promptly notify the Holders and the Company of the appointment of a
co-trustee or separate trustee under this section.




          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:





          (1) all rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the direction of the
Trustee;




          (2) no trustee hereunder shall be personally liable by reason of any act or omission of
any other trustee hereunder;




          (3) the Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee;




          (4) any notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer
to this Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct of,
affecting the liability of, or affording protection or rights (including the rights to
compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such
instrument shall be filed with the Trustee; and



60









 






          (5) any separate trustee or co-trustee may at any time constitute the Trustee its agent
or attorney-in-fact with full power and authority, to the extent not prohibited by law, to
do any lawful act under or in respect of this Indenture on its behalf and in its name for
the purposes of enforcing any rights or taking any other action on behalf of the Holders of
any Securities issued hereunder.



     Section 614. Preferential Collection of Claims Against Company.



     If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to and shall take all actions necessary to
comply with the provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).



     Section 615. Trustee’s Application for Instructions from the Company.



     Any application by the Trustee for written instructions from the Company may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or such omission shall
be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have consented in writing
to any earlier date) unless prior to taking any such action (or the effective date in the case of
an omission), the Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.



ARTICLE VII




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




     Section 701. Disclosure of Names and Addresses of Holders.



          (a) The Company will furnish or cause to be furnished to the Trustee:





          (1) semiannually, not later than 15 days after each Regular Record Date for Securities
of each series at the time Outstanding, a list in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities as of such
Regular Record Date, or if there is no Regular Record Date for interest for such series of
Securities, semiannually, upon such dates as are set forth in the Board Resolution,
Officers’ Certificates indenture supplemental hereto authorizing such series, 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, that, so long as the Trustee is the Security Registrar, no such list shall be required to
be furnished.




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          (b) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.




          (c) The rights of the Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.




          (d) Every Holder of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor
any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure
of any information as to the names and addresses of the Holders of Securities in accordance with
TIA Section 312, 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 TIA Section 312(b).




     Section 702. Reports by Trustee.



     Within 60 days after May 15 of each year commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such May 15 if
required by TIA Section 313(a).



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange, if any, upon which the Securities are listed, with the Commission
and with the Company. The Company will promptly notify the Trustee of the listing or de-listing of
the Securities on any stock exchange.



     Section 703. Reports by Company.



          (a) The Company will:





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



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




          (3) transmit by mail to the Holders of Securities, within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in TIA Section 313(c),
such summaries of any information, documents and reports required to be filed by the Company
pursuant to clauses (1) and (2) of this Section 703(a) as may be required by rules and
regulations prescribed from time to time by the Commission.



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




     Section 704. Calculation of Original Issue Discount.



     Upon request of the Trustee, the Company shall file with the Trustee promptly at the end of
each calendar year



          (a) a written notice specifying the amount of original issue discount (including daily rates
and accrual periods), if any, accrued on Outstanding Securities as of the end of such year and




          (b) such other specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to time.




ARTICLE VIII




CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




     Section 801. Company May Consolidate, Etc., Only on Certain Terms.



     The Company shall not consolidate with or merge with or into any other Person or convey or
transfer its properties and assets substantially as an entirety to any Person, unless:



          (a) either the Company shall be the continuing corporation, or the corporation (if other than
the Company) formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer the properties and assets of the Company substantially as an
entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under this
Indenture and on all the Securities;




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




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




     Section 802. Successor Person Substituted.



          (a) Upon any consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company is merged or the successor
Person to which such conveyance or transfer 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 had been named as the Company herein; and in the event of any such conveyance or
transfer (except by a lease), the Company shall be discharged from all its obligations and
covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated.




          (b) Such successor entity thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Company, and subject to all the terms, conditions
and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers of the Company to
the Trustee for authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall in all respects have the same legal rank and benefit under this Indenture as the
Securities of such series theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution hereof.




          (c) In case of any such merger in which the Company is not the surviving corporation or any
such consolidation, sale, lease, assignment, transfer or conveyance, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be issued as may be
appropriate.




     Section 803. Officers’ Certificate and Opinion of Counsel.



     Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under
Section 801 is also subject to the condition that the Trustee shall have received an Officers’
Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale,
conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such
supplemental indenture, comply with the provisions of this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with.



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ARTICLE IX




SUPPLEMENTAL INDENTURES




     Section 901. Supplemental Indentures Without Consent of Holders.



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



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




          (b) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or




          (c) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit of less than all
series of Securities, stating that such Events of Default are expressly being included solely for
the benefit of such series); provided, that, in respect of any such additional Events of Default
such supplemental indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults) or may provide for
an immediate enforcement upon such default or may limit the remedies available to the Trustee upon
such default or may limit the right of the Holders of a majority in aggregate principal amount of
that or those series of Securities to which such additional Events of Default apply to waive such
default; or




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




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




          (f) to secure the Securities pursuant to the requirements of such indenture supplement, if
applicable; or




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          (g) to establish the form or terms of Securities of any series and any related coupons as
permitted by Sections 201 and 301, including the provisions and procedures relating to Securities
convertible into or exchangeable for any securities of any Person (including the Company); or




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




          (i) to close this indenture with respect to the authentication and delivery of additional
series of Securities, to cure any ambiguity, to correct or supplement any provision herein which
may be inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture; provided that such action shall not adversely
affect the interests of the Holders of Securities of any series or any related coupons in any
material respect; or




          (j) 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
Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests
of the Holders of Securities of such series and any related coupons or any other series of
Securities in any material respect; or




          (k) to comply with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA.




     Section 902. Supplemental Indentures with Consent of Holders.



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





          (1) change the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on, any Security, subject to the provisions of
Section 308; or reduce the principal amount thereof (or premium, if any) or the rate of
interest (or change the manner of calculation of interest) thereon, or any Additional
Amounts with respect thereto, or any premium payable upon the redemption thereof, or change
any obligation of the Company to pay Additional Amounts pursuant to Section 1005 (except as
contemplated by Section 801(a) and permitted by Section 901(a)), or reduce the amount of the
principal of an Original Issue Discount Security or Indexed Security that would be due and
payable upon a declaration of acceleration of the



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Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at the option of the
Holder of any Security, or change any Place of Payment where, or the Currency in which, any
Security or any premium or interest or Additional Amount thereon 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 or repayment at the option of the Holder, on
or after the Redemption Date or the Repayment Date, as the case may be), or adversely affect
any right to convert or exchange any Security as may be provided pursuant to Section 301
herein, 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 with respect to such series (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 1504 for
quorum or voting, or




          (3) modify any of the provisions of this Section, Section 514 or Section 1007, except
to increase any such percentage or to provide that certain other provisions of this
Indenture that affect such series cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby, or




          (4) modify any of the provisions of this Indenture relating to the subordination of the
Securities or the definitions related thereto as they affect subordination in a manner
adverse to the Holders, or




          (5) cause the Securities to be expressly subordinated to other indebtedness of the
Company.



          (b) It shall not be necessary for any Act of Holders 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.




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




          (d) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders at the close of Business on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to consent to such supplemental indenture,
whether or not such Holders remain Holders after such record date; provided that unless such
consent shall have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent



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previously given shall automatically and without further action by any Holder be cancelled and
of no further effect.




     Section 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully protected in relying upon (subject to the
provisions of Article VI hereof), an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.



     Section 904. 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 Securities theretofore or thereafter authenticated
and delivered hereunder and of any coupon appertaining thereto shall be bound thereby.



     Section 905. 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 906. 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 907. Effect on Senior Indebtedness.



     No supplemental indenture shall adversely affect the rights of any holder of Senior
Indebtedness under Article XVI without the consent of such holder.



ARTICLE X




COVENANTS




     Section 1001. Payment of Principal, Premium, if any, and Interest.



     The Company covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of (and premium, if any) and interest



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and Additional Amounts, if any, on the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this Indenture. Any interest due
on Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as
provided in Section 1005 in respect of principal of (or premium, if any, on) such a Security, shall
be payable only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of the Company, all
payments of principal may be paid by check to the registered Holder of the Registered Security or
other person entitled thereto against surrender of such Security or wire transfer to an account in
the United States maintained by the Payee.



     Section 1002. Maintenance of Office or Agency.



          (a) If Securities of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company
will maintain:





          (1) in the Borough of Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for payment, where any
Registered Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer Securities of
that series and related coupons may be presented or surrendered for payment in the
circumstances described in the clause(2) of this Subsection (and not otherwise),




          (2) subject to any laws or regulations applicable thereto, in a Place of Payment for
that series which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment; provided,
that, if the Securities of that series are listed on the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that series in
Luxembourg or any other required city located outside the United States, as the case may be,
so long as the Securities of that series are listed on such exchange, and




          (3) subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange, where Securities of that series



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that are convertible or exchangeable may be surrendered for conversion or exchange, as
applicable and where notices and demands to or upon the Company in respect of the Securities
of that series 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 each such office or
agency.



          (b) If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, in London, England, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and demands, and the
Company hereby appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands.




          (c) Unless otherwise specified with respect to any Securities pursuant to Section 301, no
payment of principal, premium or interest on Bearer Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in the United States
or by transfer to an account maintained with a bank located in the United States; provided, that,
if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any)
and interest, if any, on any Bearer Security shall be made at the office of the Company’s Paying
Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the
full amount of such principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions.




          (d) The Company may 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 of such
purposes, and may from time to time rescind such designations; provided, that, no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in accordance with the requirements set forth above for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series of Securities the
office or agency of the Company in the Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to
receive all such presentations, surrenders, notices and demands.




          (e) Unless otherwise specified with respect to any Securities pursuant to Section 301, if and
so long as the Securities of any series





          (1) are denominated in a Currency other than Dollars,




          (2) may be payable in a Currency other than Dollars, or



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          (3) so long as it is required under any other provision of the Indenture,


the Company will maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent.




     Section 1003. Money for Securities Payments to be Held in Trust.



          (a) If the Company or any Subsidiary or any Affiliate of any of them shall at any time act as
Paying Agent with respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if any, on any of the
Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal of
(and premium, if any) and interest, if any, on Securities of such series so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.




          (b) Whenever the Company shall have one or more Paying Agents for any series of Securities and
any related coupons, it will, on or before each due date of the principal of (or premium, if any)
or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the
Currency described in Section 1003(a)) sufficient to pay the principal (or premium, if any) or
interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.




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




          (d) Except as otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of (or premium, if any) or interest, if any, on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and payable shall be paid to
the Company upon 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 of such principal, premium or interest on any Security, without
interest thereon, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, that,
the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in each Place of
Payment for such series, or mailed to each



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Holder of Registered Securities of such series, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.




     Section 1004. Corporate Existence.



     Subject to Article VIII, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and material rights and
franchises (charter and statutory); provided, that, neither the Company shall be required to
preserve any such right or franchise if it shall determine that the preservation thereof is no
longer necessary or desirable in the conduct of the business of the Company; and provided further,
that the foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary or any of its
assets in compliance with the terms of the Indenture.



     Section 1005. Additional Amounts.



          (a) If any Securities of a series provide for the payment of Additional Amounts, the Company
will pay to the Holder of a Security of such series or any coupon appertaining thereto Additional
Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series or payment of any related coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed to include mention
of the payment of Additional Amounts provided by the terms of such series established pursuant to
Section 301 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 provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.




          (b) Except as otherwise specified as contemplated by Section 301, 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 that series of Securities (or if the Securities of that series will
not bear interest prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal, premium or interest if
there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal, premium or interest on the
Securities of that series shall be made to Holders of Securities of that series or any related
coupons who are not United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the 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 of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as
the case may be, shall not so receive the



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above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to
assume that no such withholding or deduction is required with respect to any payment of principal
of (or premium, if any) or interest with respect to any Securities of a series or related coupons
until it shall have received a certificate advising otherwise and (2) to make all payments of
principal of (or premium, if any) and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised. 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 1006. Statement as to Compliance.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture and, if the Company is in default, specifying all such defaults and
the nature and status thereof of which he or she may have knowledge. For purposes of this Section
1006, such compliance shall be determined without regard to any period of grace or requirement of
notice under this Indenture.



     Section 1007. Waiver of Certain Covenants.



     With respect to the Securities of any series, the Company may omit in any particular instance
to comply with any term, provision or condition specified pursuant to Section 301 as being subject
to this Section 1007, if before or after the time for such compliance the Holders of at least a
majority in principal amount of all Outstanding Securities of such series affected by such term,
provision or condition, by Act of such Holders, waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and effect.



     Section 1008. Statement by Officers as to Default.



     The Company shall deliver to the Trustee, as soon as possible and in any event within 10 days
after the Company becomes aware of the occurrence of any Event of Default or an event which, with
notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate
setting forth the details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.




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ARTICLE XI




REDEMPTION OF SECURITIES




     Section 1101. Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.



     Section 1102. 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 less than 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 in
writing of such Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.



     Section 1103. Selection by Trustee of Securities to be Redeemed.



          (a) If less than all the Securities of any series issued on the same day with the same terms
are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series
issued on such date with the same terms 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 (equal to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.




          (b) 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.




          (c) For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Security redeemed or to
be redeemed only in part, to the portion of the principal amount of such Security which has been or
is to be redeemed.




     Section 1104. Notice of Redemption.



          (a) Notice of redemption shall be given in the manner provided in Section 106, not less than
30 days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each




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Holder of Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security 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 such Security or portion thereof.




          (b) Any notice that is mailed to the Holders of Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives
the notice. All notices of redemption shall state:





          (1) the Redemption Date,




          (2) the Redemption Price and the amount of accrued interest, if any, to the Redemption
Date payable as provided in Section 1106,




          (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the
particular 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 will receive, without a 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 and accrued interest, if any, to
the Redemption Date payable as provided in Section 1106 will become due and payable upon
each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date,




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




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




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




          (9) if Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on this Redemption Date pursuant to Section
305 or otherwise, the last date, as determined by the Company, on which such exchanges may
be made, and



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          (10) the CUSIP number of such Security, if any.



          (c) Notice of redemption of Securities to be redeemed 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 1105. Deposit of Redemption Price.



     On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case
of a sinking fund payment under Article XII, segregate and hold in trust as provided in Section
1003) an amount of money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay on the Redemption
Date the Redemption Price of, and (unless otherwise specified pursuant to Section 301) accrued and
unpaid interest, if any, on, all the Securities or portions thereof which are to be redeemed on
that date.



     Section 1106. Securities Payable on Redemption Date.



          (a) Notice of redemption having been given as aforesaid, the Securities of any series so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest, if any) such Securities shall if the same were
interest-bearing cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, that, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of coupons for such
interest; and provided further that installments of interest on Registered Securities whose Stated
Maturity is prior to (or, if specified pursuant to Section 301, on) 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 relevant Record Dates according to their terms and the
provisions of Section 307.




          (b) If any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they




76









 







may require to save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled
to receive the amount so deducted; provided, that, interest represented by coupons shall be payable
only at an office or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.




          (c) If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate of interest set forth in such Security or, in the case of an Original
Issue Discount Security, at the Yield to Maturity of such Security.




     Section 1107. Securities Redeemed in Part.



     Any Registered Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article XII) shall be surrendered at a Place of Payment therefor (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, 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. However, if less than all the Securities of any series with differing issue dates,
interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.



ARTICLE XII




SINKING FUNDS




     Section 1201. Applicability of Article.



          (a) The provisions of this Article shall be applicable to any sinking fund for the retirement
of Securities of a series except as otherwise specified as contemplated by Section 301 for
Securities of such series.




          (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess
of such minimum amount provided for by the terms of such Securities of any series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. 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.




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     Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     Except as otherwise specifically contemplated by Section 301 for Securities of such series,
the Company may, in satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (a) deliver Outstanding Securities of such series (other
than any previously called for redemption) together in the case of any Bearer Securities of such
series with all unmatured coupons appertaining thereto and (b) 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
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, as provided for by the terms of such Securities; provided that such
Securities so delivered or applied as a credit have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation of the sinking fund
and the amount of such mandatory sinking fund payment shall be reduced accordingly.



     Section 1203. Redemption of Securities for Sinking Fund.



     Not less than 60 days prior to each sinking fund payment date for Securities of any series,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, 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 delivered and credited. 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 30 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 1103 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 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.



ARTICLE XIII




REPAYMENT AT THE OPTION OF HOLDERS




     Section 1301. Applicability of Article.



     Repayment of Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in accordance with this
Article.



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     Section 1302. Repayment of Securities.



     Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at the Repayment
Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in
or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment
Date it will deposit with the Trustee or with a Paying Agent (or, if the Company or any Subsidiary
or any Affiliate of any of them is acting as Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the
Repayment Price of, and (unless otherwise specified pursuant to Section 301) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on such date.



     Section 1303. Exercise of Option.



     Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the
option of the Holder, any Security so providing for such repayment, with the “Option to Elect
Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor
later than 30 days prior to the Repayment Date. If less than the entire Repayment Price of such
Security is to be repaid in accordance with the terms of such Security, the portion of the
Repayment Price of such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security or Securities to
be issued to the Holder for the portion of such Security surrendered that is not to be repaid, must
be specified. Any Security providing for repayment at the option of the Holder thereof may not be
repaid in part if, following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of which such Security to
be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for
repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall
be irrevocable unless waived by the Company.



     Section 1304. When Securities Presented for Repayment Become Due and Payable.



          (a) If Securities of any series providing for repayment at the option of the Holders thereof
shall have been surrendered as provided in this Article and as provided by or pursuant to the terms
of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall




79









 







be void. Upon surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the Company, together
with accrued interest, if any, to the Repayment Date; provided, that, coupons whose Stated Maturity
is on or prior to the Repayment Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless otherwise specified
pursuant to Section 301, only upon presentation and surrender of such coupons; and provided further
that installments of interest on Registered Securities, whose Stated Maturity is prior to (or, if
specified pursuant to Section 301, on) the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 307.




          (b) If any Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting
from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of
all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of
which a deduction shall have been made as provided in the preceding sentence, such Holder shall be
entitled to receive the amount so deducted; provided, that, interest represented by coupons shall
be payable only at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.




          (c) If any Security surrendered for repayment shall not be so repaid upon surrender thereof,
the Repayment Price shall, until paid, bear interest from the Repayment Date at the rate of
interest set forth in such Security or, in the case of an Original Issue Discount Security, at the
Yield to Maturity of such Security.




     Section 1305. Securities Repaid in Part.



     Upon surrender of any Registered Security which is to be repaid in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Registered Security or Securities
of the same series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.



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ARTICLE XIV




DEFEASANCE AND COVENANT DEFEASANCE




     Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.



     If pursuant to Section 301 provision is made for either or both of (a) defeasance of the
Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of
or within a series under Section 1403, then the provisions of such Section or Sections, as the case
may be, together with the other provisions of this Article (with such modifications thereto as may
be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such
Outstanding Securities and any coupons appertaining thereto upon compliance with the conditions set
forth below in this Article.



     Section 1402. Defeasance and Discharge.



          (a) Upon the Company’s exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Company shall each be deemed to have been discharged from
its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on
the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For
this purpose, such defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 1402,
and to have satisfied all its other obligations under such Securities and any coupons appertaining
thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder:




               (1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto
to receive, solely from the trust fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and interest, if any,
on such Securities and any coupons appertaining thereto when such payments are due,



               (2) the obligations of the Company with respect to such Securities under Sections 304, 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1005 with respect to the rights, if any, of the holders of
such Securities to require the Company to repay such Securities as contemplated by Article XIII and
with respect to the rights, if any, of holders to convert or exchange such Securities into other
Securities,



81









 





               (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and



               (4) subject to compliance with this Article XIV, the Company may exercise its option under
this Section 1402 notwithstanding the prior exercise of its option under Section 1403 with respect
to such Securities and any coupons appertaining thereto.



     Section 1403. Covenant Defeasance.



     Upon the Company’s exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall each be released from its obligations under any
other covenant specified pursuant to Section 301, with respect to such Outstanding Securities and
any coupons appertaining thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any coupons appertaining
thereto shall thereafter be deemed to not be “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 applicable covenant, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to
such Outstanding Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under clauses (4) or (7)
of Section 501(a) or otherwise except as specified in accordance with Section 301, as the case may
be, but, except as specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.



     Section 1404. Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining thereto:



          (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 607 who shall agree to comply with the
provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities and any coupons appertaining thereto, (1) an amount (in such
Currency in which such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity), or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the Currency in which such Securities and
coupons appertaining thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal of (and premium, if
any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an
amount, or (3) a combination thereof in an amount,




82









 







sufficient, in the opinion of a nationally recognized firm of independent public accountants
or nationally recognized independent investment banking firm 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, (i) the principal of (and premium, if any) and
interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities and any coupons
appertaining thereto on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any coupons appertaining thereto.




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




          (c) No Default or Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar
as clauses (5) and (6) of Section 501(a) are concerned, 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 Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (2) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such
defeasance had not occurred.




          (e) In the case of an election under Section 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.




          (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the
covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion
of Counsel to the effect that either (i) as a result of a deposit pursuant to Subsection (a) of
this Section and the related exercise of the Company’s option under Section 1402 or Section 1403
(as the case may be), registration is not required under the Investment Company Act of 1940, as
amended, by the Company, with respect to the trust funds representing such deposit or by the
trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.




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          (g) Notwithstanding any other provisions of this Section, 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 301.




     Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.



          (a) Subject to the provisions of Section 1003(d), all money and Government Obligations (or
other property as may be provided pursuant to Section 301) (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section
1405, the “Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of any
series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and
any coupons appertaining thereto of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, if any, but such money need not be segregated from other funds
except to the extent required by law.




          (b) Unless otherwise specified with respect to any Security pursuant to Section 301, if, after
a deposit referred to in Section 1404(a) has been made, (1) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms
of such Security to receive payment in a Currency other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (2) a Conversion Event occurs as
contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the
deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security
and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium, if any) and interest, if any,
on such Security as the same becomes due out of the proceeds yielded by converting (from time to
time as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in
effect on the second Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.




          (c) The Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to Section 1404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.




          (d) Anything in this Article XIV 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 Section 1404 which, in the
opinion of a nationally recognized firm of independent public




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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 Article.




     Section 1406. Reinstatement.



     If the Trustee or any Paying Agent is unable to apply any money in accordance with Section
1405 by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations, under this
Indenture and such Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1405;
provided, that, if the Company makes any payment of principal of (or premium, if any) or interest,
if any, on any such Security or any related coupon following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities and any related
coupons to receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE XV




MEETINGS OF HOLDERS OF SECURITIES




     Section 1501. Purposes for Which Meetings May Be Called.



     If Securities of a series are issuable as Bearer Securities, a meeting of Holders of
Securities of such 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 action provided by this Indenture to be made, given or taken by Holders of Securities of such
series.



     Section 1502. Call, Notice and Place of Meetings.



          (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in the Borough of
Manhattan, The City of New York or in London 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 106, not less than 21 nor more than 180 days prior to the date fixed
for the meeting.




          (b) In case at any time the Company, 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 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request 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




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time and the place in the Borough of Manhattan, The City of New York or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as provided in
Subsection (a) of this Section.




     Section 1503. 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 (a) a Holder of one or more Outstanding Securities of such series, or (b) 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 1504. Quorum; Action.



          (a) The Persons entitled to vote a majority in principal amount of the Outstanding Securities
of a series shall constitute a quorum for a meeting of Holders of Securities of such series;
provided, that if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to
vote such specified percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of 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 such adjourned meeting, such adjourned 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 adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), 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 any 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.




          (b) Subject to Subsection (a) of this section, at the reconvening of any meeting adjourned for
lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding Securities
at the time shall constitute a quorum for the taking of any action set forth in the notice of the
original meeting.




          (c) Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding
Securities of that series; provided, that except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other action 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




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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 not less than such specified percentage in principal amount of the
Outstanding Securities of that series.




          (d) Any resolution passed or decision taken at any meeting of Holders of Securities of any
series duly held in accordance with this Section shall be binding on all the Holders of Securities
of such series and the related coupons, whether or not present or represented at the meeting.




          (e) Notwithstanding the foregoing provisions of this Section 1504, if any action is to be
taken at a meeting of Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount
of all Outstanding Securities affected thereby, or of the Holders of such series and one or more
additional series:





          (1) there shall be no minimum quorum requirement for such meeting; and




          (2) the principal amount of the Outstanding Securities of such series that vote in
favor of such request, demand, authorization, direction, notice, consent, waiver or other
action shall be taken into account in determining whether such request, demand,
authorization, direction, notice, consent, waiver or other action has been made, given or
taken under this Indenture.



     Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.



          (a) Notwithstanding any provisions of this Indenture, the Company may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required
by any such regulations, the holding of Securities shall be proved in the manner specified in
Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or other proof.




          (b) The Company shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by Holders of Securities as provided in Section
1502(b), in which case the Holders of Securities of the series calling the meeting 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




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majority in principal amount of the Outstanding Securities of such series represented at the
meeting.




          (c) 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 the Outstanding Securities of such series held or
represented by him; provided, 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.




          (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 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 1506. 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 duplicate of all votes cast at the meeting. A record, at least
in duplicate, 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 fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502(a) and, if applicable, Section 1504.
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 former to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.



ARTICLE XVI




SUBORDINATION OF SECURITIES




     Section 1601. Agreement to Subordinate.



     Except as otherwise specified pursuant to Section 301, the Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Securities by his acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and premium, if any) and
interest, if any, on each and all of the Securities is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness.



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     Section 1602. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities.



          (a) Except as otherwise specified pursuant to Section 301, upon any distribution of assets of
the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the
benefit of creditors or any other marshalling of the assets and liabilities of the Company or
otherwise (subject to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the
holders thereof with respect to the Securities and the holders thereof by a lawful plan of
reorganization under applicable bankruptcy law):





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




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




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



          (b) Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to Senior Indebtedness
until the principal of (and premium, if any) and interest, if any, on the Securities




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shall be paid in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior Indebtedness
shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities be deemed to be a payment by the Company to or on account of the
Securities. It is understood that the provisions of this Article XVI are and are intended solely
for the purpose of defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article
XVI or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with their terms, or to
affect the relative rights of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article
XVI of the holders of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Upon any payment or distribution of assets of the
Company referred to in this Article XVI, the Trustee, subject to the provisions of Section 601,
shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XVI.




          (c) The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over or
distribute to or on behalf of Holders of Securities or the Company moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article XVI.




          (d) If the Trustee or any Holder of Securities does not file a proper claim or proof of debt
in the form required in any proceeding referred to above prior to 30 days before the expiration of
the time to file such claim in such proceeding, then the holder of any Senior Indebtedness is
hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of
such Holder of Securities.




     Section 1603. No Payment on Securities in Certain Circumstances.



          (a) Except as otherwise specified pursuant to Section 301,





          (1) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless
waived, rescinded or annulled) or otherwise, or upon any payment default (with or without
the giving of notice or lapse of time or both, in accordance with the terms of the
instrument governing such Senior Indebtedness, and without any waiver or forgiveness) with
respect to any Senior Indebtedness, all amounts payable thereon shall first be paid in full,
or such Senior Indebtedness, before any payment is made, directly or indirectly by set off
or otherwise, on account of principal of, or interest on, the



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Securities of such series or to acquire any of the Securities of such series or on
account of the redemption provisions of the Securities of such series.




          (2) Upon a default with respect to any Senior Indebtedness (other than under
circumstances when the terms of clause (1) of this Section are applicable), as such default
is defined therein or in the instrument under which it is outstanding, permitting the
holders to accelerate the maturity thereof, upon written notice thereof given to the Company
and the Trustee by or on behalf of holders of such Senior Indebtedness (“Default Notice”),
then, unless and until such default shall have been cured or waived by the holders of such
Senior Indebtedness or shall have ceased to exist, no direct or indirect payment shall be
made by the Company with respect to the principal of, or interest on, the Securities of such
series and the coupons, if any, appertaining thereto or to acquire any of such Securities or
on account of the redemption provisions of the Securities of such series and the coupons, if
any, appertaining thereto; provided, that this clause (2) shall not prevent the making of
any payment (which is not otherwise prohibited by clause (1) of this Section) for more than
179 days after the Default Notice shall have been given unless the Senior Indebtedness in
respect of which such event of default exists has been declared due and payable in its
entirety, in which case no such payment may be made until such acceleration has been
rescinded or annulled or such Senior Indebtedness has been paid in full.




          (3) If, notwithstanding the foregoing provisions of this Section, any payment on
account of principal of, or interest on, the Securities of such series or of any coupon
appertaining thereto shall be received by the Trustee, by and Holder or by any Paying Agent
(or, if the Company is acting as its own Paying Agent, money for any such payment is
segregated and held in trust), then, unless and until such payment is no longer prohibited
by this Section, such payment (subject to the provisions of Section 1603) shall be held in
trust for the benefit of the holders of Senior Indebtedness and, upon notice to the Trustee
or such Paying Agent from the representative of the holders of the Senior Indebtedness and
pursuant to the directions of such representative, shall be paid over or delivered to the
holders of Senior Indebtedness or their representative(s), ratably according to the
aggregate amount remaining unpaid on account of the principal of and interest on the Senior
Indebtedness held or represented by each, or application to the payment or prepayment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness
in full in accordance with its terms, after giving effect to any concurrent payment or
distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly
after becoming aware thereof, the Company shall give written notice to the Trustee of any
event prohibiting payments on account of principal of, or interest on, the Securities of any
series and any coupons appertaining thereto and, in such event, shall provide to the
Trustee, in the form of an Officers’ Certificate, the names and addresses of the holders of
such Senior Indebtedness and their representative(s), if any, the amount of the Senior
Indebtedness held by each such holder, any information necessary to calculate the daily or
other increase in Senior Indebtedness held by such holders and any other information which
the Trustee may reasonably request to comply with this Article. Subject to the provisions of
Section 1602 hereof, in the event that the Trustee or the Paying Agent reasonably determines
that additional evidence is required with respect to any person as a holder of Senior
Indebtedness to



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participate in any payment or distribution pursuant to this Article, the Trustee or the
Paying Agent, as the case may be, may request that such person furnish evidence to its
reasonable as to the extent such person is entitled to participate in such payment or
distribution and as to other facts pertinent to the rights of such persons under this
Article and if such evidence is not furnished, the Trustee or the Paying Agent, as the case
may be, may defer any payment to such person pending judicial determination as to the right
of such person to receive such payment.



     Section 1604. Payments on Securities Permitted.



          (a) Nothing contained in this Indenture or in any of the Securities shall,





          (1) affect the obligation of the Company to make, or prevent the Company from making,
at any time except as provided in Sections 1602 and 1603, payments of principal of (or
premium, if any) or interest, if any, on the Securities, or




          (2) prevent the application by the Trustee of any moneys deposited with it hereunder to
the payment of or on account of the principal of (or premium, if any) or interest, if any,
on the Securities, unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two Business
Days prior to the date fixed for such payment.



     Section 1605. Authorization of Holders to Trustee to Effect Subordination.



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



     Section 1606. Notices to Trustee.



     Notwithstanding the provisions of this Article XVI or any other provisions of this Indenture,
neither the Trustee nor any Paying Agent (other than the Company) shall be charged with knowledge
of the existence of any Senior Indebtedness or of any event which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee or such
Paying Agent shall have received (in the case of the Trustee, at its Corporate Trust Office)
written notice thereof from the Company or from the holder of any Senior Indebtedness or from the
trustee for any such holder, together with proof satisfactory to the Trustee of such holding of
Senior Indebtedness or of the authority of such trustee; provided, that if at least two Business
Days prior to the date upon which by the terms hereof any such moneys may become payable for any
purpose (including, without limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 1606, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such moneys and to
apply the same to the purpose for which they were received, and shall not be affected by any notice
to the contrary, which may be received by it within two Business Days prior to such date. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness



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(or a trustee on behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XVI, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XVI and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment.




     Section 1607. Trustee as Holder of Senior Indebtedness.



          (a) The Trustee in its individual capacity shall be entitled to all the rights set forth in
this Article XVI in respect of any Senior Indebtedness at any time held by it to the same extent as
any other holder of Senior Indebtedness and nothing in Section 613 or elsewhere in this Indenture
shall be construed to deprive the Trustee of any of its rights as such holder.




          (b) Nothing in this Article XVI shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 606.




     Section 1608. Modifications of Terms of Senior Indebtedness.



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



     Section 1609. Reliance on Judicial Order or Certificate of Liquidating Agent.



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



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



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



	 	 	 	 	 
	 	MOLINA HEALTHCARE, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[TRUSTEE],

as Trustee

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



94









 






	 	 	 	 	 



EXHIBIT A




FORMS OF CERTIFICATES




A-1









 





EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[Insert title or sufficient description of Securities to be delivered]





     This is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate the income of which is subject to United States federal income taxation regardless of its
source or a trust whose administration is subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority to control all of its
decisions (“United States person(s)”), (ii) are owned by United States person(s) that are (a)
foreign branches of United States financial institutions (financial institutions, as defined in
United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Molina Healthcare, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii)
are owned by United States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in clause (i) or (ii)),
this is to further certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a person within the
United States or its possessions.



     As used herein, “United States” means the United States of America (including the states and
the District of Columbia); and its “possessions” include Puerto Rico, the U. S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not relate to [U. S.
$]                     of such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a Permanent



A-1-1









 







Global Security or an exchange for and delivery of definitive Securities (or, if relevant,
collection of any interest) cannot be made until we do so certify.



     We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



	 	 	 
	Dated: 


	 	 
	[To be dated no earlier than the 15th day 

prior to (i) the Exchange Date or (ii) the 

relevant Interest Payment Date occurring 

prior to the Exchange Date, as applicable]

[Name of Person Making Certification]
	 	 






	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Authorized Signatory)	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






A-1-2









 






EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND

CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION

WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL

SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




[Insert title or sufficient description of Securities to be delivered]




     This is to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]                      principal
amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate the income of which is subject to United States Federal income taxation
regardless of its source or a trust whose administration is subject to the primary supervision of a
United States court and which has one or more United States persons who have the authority to
control all of its decisions (“United States person(s)”), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise Molina Healthcare, Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that
financial institutions described in clause (iii) above (whether or not also described in clause (i)
or (ii)) have certified that they have not acquired the Securities for purposes of resale directly
or indirectly to a United States person or to a person within the United States or its possessions.



     As used herein, “United States” means the United States of America (including the states and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations



A-2-1









 







with respect to any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of the date hereof.



     We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



	 	 	 
	Dated: 


	 	 
	[To be dated no earlier than the Exchange 

Date or the relevant Interest Payment Date 

occurring prior to the Exchange Date, as 

applicable]
	 	 






	 	 	 	 	 
	 

	 	[Morgan Guaranty Trust Company of New
York, Brussels Office,] as Operator of
the Euroclear System
[Clearstream Banking societe anonyme]	 	 
	 
	 

	 	By 

	 	 







A-2-2