EX-4.5






EXHIBIT 4.5




UAL CORPORATION,




UNITED AIR LINES, INC.




and




[•]




as Trustee




INDENTURE




Dated as of [•], 2008




 









 











Table Showing Reflection in Indenture of Certain Provisions

of Trust Indenture Act of 1939,

as amended by the Trust Indenture Reform Act of 1990*




 






Reflected in Indenture




 






	 	 	 
	Trust Indenture  	 	 
	Act Section	 	Indenture Section
	310 (a) (1)
	 	7.10
	(a) (2)
	 	7.10.
	(a) (3)
	 	N.A.
	(a) (4)
	 	N.A.
	(a) (5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A
	312 (a)
	 	2.06
	(b)
	 	10.03
	(c)
	 	10.03
	313 (a)
	 	7.06
	(b) (1)
	 	N.A
	(b) (2)
	 	7.06
	(c)
	 	7.06; 10.02
	(d)
	 	7.06
	314 (a)
	 	4.02; 4.03; 10.02
	(b)
	 	N.A.
	(c) (1)
	 	10.04
	(c) (2)
	 	10.04
	(c) (3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	10.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05; 10.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316 (a)
	 	2.09
	(a) (1)(A)
	 	6.05
	(a) (1)(B)
	 	6.04
	(a) (2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.13
	317 (a)(1)
	 	6.08
	(a) (2)
	 	6.09
	(b)
	 	2.05
	318 (a)
	 	10.01
	(b)
	 	N.A.
	(c)
	 	10.01







 




N.A. means not applicable.






	 
			
	*	 	This Cross Reference Table is not part of the Indenture.






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	Definitions And Incorporation By Reference

	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Other Definitions
	 	 	5	 
	SECTION 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	5	 
	SECTION 1.04. Rules of Construction
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	The Securities

	 
	 	 	 	 
	SECTION 2.01. Issuable in Series
	 	 	6	 
	SECTION 2.02. Establishment of Terms of Series of Securities
	 	 	6	 
	SECTION 2.03. Execution and Authentication
	 	 	9	 
	SECTION 2.04. Registrar and Paying Agent
	 	 	10	 
	SECTION 2.05. Paying Agent to Hold Money in Trust
	 	 	11	 
	SECTION 2.06. Holder Lists
	 	 	11	 
	SECTION 2.07. Transfer and Exchange
	 	 	11	 
	SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	12	 
	SECTION 2.09. Outstanding Securities
	 	 	12	 
	SECTION 2.10. Treasury Securities
	 	 	13	 
	SECTION 2.11. Temporary Securities
	 	 	13	 
	SECTION 2.12. Cancellation
	 	 	13	 
	SECTION 2.13. Defaulted Interest
	 	 	13	 
	SECTION 2.14. Global Securities
	 	 	14	 
	SECTION 2.15. CUSIP Numbers
	 	 	15	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Redemption

	 
	 	 	 	 
	SECTION 3.01. Notices to Trustee
	 	 	15	 
	SECTION 3.02. Selection of Securities To Be Redeemed
	 	 	15	 
	SECTION 3.03. Notice of Redemption
	 	 	16	 
	SECTION 3.04. Effect of Notice of Redemption
	 	 	17	 
	SECTION 3.05. Deposit of Redemption Price
	 	 	17	 
	SECTION 3.06. Securities Redeemed in Part
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Covenants

	SECTION 4.01. Payment of Securities
	 	 	17	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.02. SEC Reports
	 	 	17	 
	SECTION 4.03. Compliance Certificate
	 	 	18	 
	SECTION 4.04. Further Instruments and Acts
	 	 	18	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	Successor Companies

	 
	 	 	 	 
	SECTION 5.01. Merger and Consolidation
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Defaults And Remedies

	 
	 	 	 	 
	SECTION 6.01. Events of Default
	 	 	19	 
	SECTION 6.02. Acceleration
	 	 	21	 
	SECTION 6.03. Other Remedies
	 	 	21	 
	SECTION 6.04. Waiver of Past Defaults
	 	 	21	 
	SECTION 6.05. Control by Majority
	 	 	22	 
	SECTION 6.06. Limitation on Suits
	 	 	22	 
	SECTION 6.07. Rights of Holders to Receive Payment
	 	 	22	 
	SECTION 6.08. Collection Suit by Trustee
	 	 	23	 
	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	23	 
	SECTION 6.10. Priorities
	 	 	23	 
	SECTION 6.11. Undertaking for Costs
	 	 	23	 
	SECTION 6.12. Waiver of Stay or Extension Laws
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Trustee

	 
	 	 	 	 
	SECTION 7.01. Duties of Trustee
	 	 	24	 
	SECTION 7.02. Rights of Trustee
	 	 	25	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	26	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	26	 
	SECTION 7.05. Notice of Defaults
	 	 	26	 
	SECTION 7.06. Reports by Trustee to Holder
	 	 	27	 
	SECTION 7.07. Compensation and Indemnity
	 	 	27	 
	SECTION 7.08. Replacement of Trustee
	 	 	27	 
	SECTION 7.09. Successor Trustee by Merger
	 	 	28	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	29	 
	SECTION 7.11. Preferential Collection of Claims Against the Issuer
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	Legal Defeasance And Covenant Defeasance

	 
	 	 	 	 
	SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	29	 
	SECTION 8.02. Legal Defeasance and Discharge
	 	 	29	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 8.03. Covenant Defeasance
	 	 	30	 
	SECTION 8.04. Conditions to Legal or Covenant Defeasance
	 	 	31	 
	SECTION 8.05. Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions
	 	 	32	 
	SECTION 8.06. Repayment to the Issuer
	 	 	33	 
	SECTION 8.07. Reinstatement
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	Amendments

	 
	 	 	 	 
	SECTION 9.01. Without Consent of Holders
	 	 	33	 
	SECTION 9.02. With Consent of Holders
	 	 	35	 
	SECTION 9.03. Compliance with Trust Indenture Act
	 	 	36	 
	SECTION 9.04. Revocation and Effect of Consents and Waivers
	 	 	36	 
	SECTION 9.05. Notation on or Exchange of Securities
	 	 	36	 
	SECTION 9.06. Trustee To Sign Amendments
	 	 	37	 
	SECTION 9.07. Payment for Consent
	 	 	37	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 10.01. Trust Indenture Act Controls
	 	 	37	 
	SECTION 10.02. Notices
	 	 	37	 
	SECTION 10.03. Communication by Holders with Other Holders
	 	 	38	 
	SECTION 10.04. Certificate and Opinion as to Conditions Precedent
	 	 	38	 
	SECTION 10.05. Statements Required in Certificate or Opinion
	 	 	38	 
	SECTION 10.06. When Securities Disregarded
	 	 	39	 
	SECTION 10.07. Rules by Trustee, Paying Agent and Registrar
	 	 	39	 
	SECTION 10.08. Legal Holidays
	 	 	39	 
	SECTION 10.09. Governing Law
	 	 	39	 
	SECTION 10.10. No Recourse Against Others
	 	 	39	 
	SECTION 10.11. Successors
	 	 	40	 
	SECTION 10.12. Multiple Originals
	 	 	40	 
	SECTION 10.13. Table of Contents; Headings
	 	 	40	 
	SECTION 10.14. Severability
	 	 	40	 






iii









 





     INDENTURE dated as of [•], 2008, among UAL
CORPORATION, a Delaware corporation (“UAL”), UNITED
AIR LINES, INC., a Delaware corporation (“United”) and [•], a
[•] [banking corporation], as trustee (the “Trustee”).



          Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the securities issued under this Indenture (the “Securities”):




ARTICLE I




Definitions And Incorporation By Reference




          SECTION 1.01. Definitions.




          “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 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.




          “Agent” means any Registrar, Paying Agent or co-registrar.




          “Board of Directors” means the board of directors of the Issuer or any committee thereof duly
authorized to act on behalf of the board of directors of the Issuer.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Issuer to have been adopted by the Board of Directors or pursuant to authorization
by the Board of Directors and to be in full force and effect on the date of the certificate and
delivered to the Trustee.




          “Business Day” means each day which is not a Legal Holiday.




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




          “Closing Date” means the date of this Indenture.




          “Code” means the Internal Revenue Code of 1986, as amended.




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




          “Definitive Securities” means a certificated Security registered in the name of the Holder
thereof and issued in accordance with Section 2.11 hereof.




 









 








          “Depositary” means, with respect to the Securities issuable in whole or in part in global
form, the Person specified pursuant to Section 2.14 hereof as the initial Depositary with respect
to the Securities, until a successor shall have been appointed and become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include such
successor.




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




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




          “Foreign Currency” means any currency or currency unit issued by a government other than the
government of the United States of America.




          “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time. All
ratios and computations based on GAAP contained in this Indenture shall be computed in conformity
with GAAP.




          “Global Security” when used with respect to any Series of Securities issued hereunder, means
a Security which is executed by the Issuer and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and
an indenture supplemental hereto, if any, or Board Resolution and pursuant to an Issuer Order,
which shall be registered in the name of the Depositary or its nominee and which shall represent,
and shall be denominated in an amount equal to the aggregate principal amount of, all the
outstanding Securities of such Series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest and which shall bear the legend as
prescribed by Section 2.14(c).




          “Global Securities Legend” means the legend set forth in Section 2.14(c), which is required to
be placed on all Global Securities issued under this Indenture.




          “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America, and the payment for which the United States pledges its full faith and credit.




          “Guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any




2









 




manner (including, without limitation, by way of a pledge of assets or through letters of
credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.




          “Guarantor” means any Person, if any, identified pursuant to Section 2.02(w) of this Indenture
as providing a Guarantee of the Issuer’s obligations under this Indenture.




          “Holder” means the Person in whose name a Security is registered on the Registrar’s books.




          “Indebtedness” has the meaning specified in the applicable Board Resolution, supplemental
indenture or Officers’ Certificate relating to a particular Series of Securities.




          “Indenture” means this Indenture as amended or supplemented from time to time.




          “Interest Payment Date” when used with respect to any Series of Securities, means the date
specified in such Securities for the payment of any installment of interest on those Securities.




          “Issuer” means UAL Corporation, a Delaware corporation, or United Air Lines, Inc., a Delaware
corporation, as the case may be, as specified pursuant to Section 2.02(a) of this Indenture, in
each case until a successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the Trust Indenture Act, each other obligor on the
indenture securities.




          “Issuer Order” means a written order signed in the name of the Issuer by two Officers of the
Issuer.




          “Maturity”, when used with respect to any Security or installment of principal thereof, means
the date on which the principal of such Security or such installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration or otherwise.




          “Officer” means the Chairman of the Board of Directors, the chief executive officer, the chief
financial officer, the president, any vice president, the treasurer, the controller or the
secretary of the Issuer.




          “Officers’ Certificate” means a certificate signed by two Officers of the Issuer, that meets
the requirements of Section 10.04 hereof.




          “Opinion of Counsel” means a written opinion from legal counsel, that meets the requirements
of Section 10.04 hereof. The counsel may be an employee of or counsel to the Issuer, any
Subsidiary of the Issuer or the Trustee.




          “Original Issue Discount Security” means (i) any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon a




3









 




declaration of acceleration of the Maturity thereof and (ii) any other security which is
issued with “original issue discount” within the meaning of Section 1273(a) of the Code.




          “Parent” means UAL in the case of any Series of Securities issued by United hereunder, and
UAL’s successors and assigns.




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




          “SEC” means the Securities and Exchange Commission.




          “Securities” has the meaning specified in the preamble to this Indenture.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Securities Custodian” means the custodian with respect to a Global Security (as appointed by
the Depositary) or any successor thereto, who shall initially be the Trustee.




          “Series” or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Issuer created pursuant to Sections 2.01 and 2.02 hereof.




          “Significant Subsidiary” means, at any time, any Subsidiary of the Issuer which would be a
“Significant Subsidiary” at such time, as such term is defined in Regulation S-X promulgated by the
SEC, as in effect on the Closing Date.




          “Stated Maturity”, when used with respect to any Security, means the date specified in such
Security as the fixed date on which an amount equal to the principal amount of such Security is due
and payable.




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




          “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) and the
rules and regulations thereunder as in effect on the Closing Date.




          “Trustee” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.




4









 








          “Trust Officer” means any vice president, assistant vice president, assistant treasurer or any
other officer or assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.




          SECTION 1.02. Other Definitions.




	 	 	 	 	 
	Term
	 	Defined in Section
	“Bankruptcy Law”
	 	 	6.01	 
	“Covenant Defeasance”
	 	 	8.03	 
	“Custodian”
	 	 	6.01	 
	“Event of Default”
	 	 	6.01	 
	“Legal Defeasance”
	 	 	8.02	 
	“Legal Holiday”
	 	 	10.08	 
	“Notice of Default”
	 	 	6.01	 
	“Paying Agent”
	 	 	2.04	 
	“Registrar”
	 	 	2.04	 
	“Successor Company”
	 	 	5.01	(i)






          SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is
subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference
in and made a part of this Indenture. The following Trust Indenture Act terms have the following
meanings:




          “Commission” means the SEC.




          “indenture securities” means the Securities.




          “indenture security holder” means a Holder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the Securities means the Issuer, the Guarantor, if any, and any other obligor on
the Securities.




          All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
Trust Indenture Act reference to another statute or defined by SEC rule have the meanings assigned
to them by such definitions.




          SECTION 1.04. Rules of Construction. Unless the context otherwise requires:





     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;



5









 






     (3) “or” is not exclusive;




     (4) “including” means including without limitation;




     (5) words in the singular include the plural and words in the plural include the
singular; and




     (6) the principal amount of any non-interest bearing or other discount security
at any date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with GAAP.



ARTICLE II




The Securities




          SECTION 2.01. Issuable in Series. The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued
in one or more Series as the Issuer may authorize from time to time. All Securities of a Series
shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an
Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority granted
under a Board Resolution. In the case of Securities of a Series to be issued from time to time,
the Board Resolution, supplemental indenture or Officers’ Certificate may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date from which
interest shall accrue) are to be determined. Securities may differ between Series in respect of
any matters.




          SECTION 2.02. Establishment of Terms of Series of Securities. At or prior to the
issuance of any Securities within a Series, the following shall be established (as to the Series
generally, in the case of Section 2.02(a) and (b) and either as to such Securities within the
Series or as to the Series generally in the case of Sections 2.02(c) through 2.02(aa)) by a Board
Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted
under a Board Resolution:





     (a) the designation of the Issuer;




     (b) the title of the Securities of the Series (which shall distinguish the Securities
of that particular Series from the Securities of any other Series);




     (c) the price or prices of the Securities of the Series;




     (d) any limit upon the aggregate principal amount of the Securities of the Series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, in exchange for, or in lieu
of, other Securities of the Series);




     (e) the date or dates on which the principal and premium with respect to the
Securities of the Series are payable;



6









 





     (f) the rate or rates (which may be fixed or variable) at which the Securities of the
Series shall bear interest, if any, or the method of determining such rate or rates, the
date or dates from which such interest, if any, shall accrue, the Interest Payment Dates on
which such interest, if any, shall be payable or the method by which such dates will be
determined, the record dates, for the determination of holders thereof to whom such
interest is payable (in the case of Securities in registered form), and the basis upon
which such interest will be calculated if other than that of a 360-day year of twelve
30-day months;



     (g) the currency or currencies in which Securities of the Series shall be denominated,
if other than Dollars, the place or places, if any, in addition to or instead of the
corporate trust office of the Trustee (in the case of Securities in registered form) or the
principal New York office of the Trustee (in the case of Securities in bearer form), where
the principal, premium and interest with respect to Securities of such Series shall be
payable or the method of such payment, if by wire transfer, mail or other means;



     (h) the price or prices at which, the period or periods within which, and the terms
and conditions upon which, Securities of the Series may be redeemed, in whole or in part at
the option of the Issuer or otherwise;



     (i) whether Securities of the Series are to be issued as Securities in registered form
or as Securities in bearer form or both and, if Securities in bearer form are to be issued,
whether coupons will be attached to them, whether Securities in bearer form of the Series
may be exchanged for Securities in registered form of the Series, and the circumstances
under which and the places at which any such exchanges, if permitted, may be made;



     (j) if any Securities of the Series are to be issued as Securities in bearer form or
as one or more Global Securities representing individual Securities in bearer form of the
Series, whether certain provisions for the payment of additional interest or tax
redemptions shall apply; whether interest with respect to any portion of a temporary bearer
Security of the Series payable with respect to any Interest Payment Date prior to the
exchange of such temporary bearer Security for definitive Securities in bearer form of the
Series shall be paid to any clearing organization with respect to the portion of such
temporary bearer Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment received by
a clearing organization will be credited to the Persons entitled to interest payable on
such Interest Payment Date; and the terms upon which a temporary Security in bearer form
may be exchanged for one or more definitive Securities in bearer form of the Series;



     (k) the Issuer’s obligation, if any, to redeem, purchase or repay the Securities of
the Series pursuant to any sinking fund or analogous provisions or at the option of a
Holder of such Securities and the price or prices at which, the period or periods within
which, and the terms and conditions upon which,



7









 






Securities of the Series shall be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligations;




     (l) the terms, if any, upon which the Securities of the Series may be convertible into
or exchanged for the Issuer’s common stock, preferred stock, other debt securities or
warrants for common stock, preferred stock, Indebtedness or other securities of any kind
and the terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or exchange
period and any other additional provisions;




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




     (n) if the amount of principal, premium or interest with respect to the Securities of
the Series may be determined with reference to an index or pursuant to a formula, the
manner in which such amounts will be determined;




     (o) if the principal amount payable at the Stated Maturity of Securities of the Series
will not be determinable as of any one or more dates prior to such Stated Maturity, the
amount that will be deemed to be such principal amount as of any such date for any purpose,
including the principal amount thereof which will be due and payable upon any Maturity
other than the Stated Maturity or which will be deemed to be outstanding as of any such
date (or, in any such case, the manner in which such deemed principal amount is to be
determined), and if necessary, the manner of determining the equivalent thereof in Dollars;




     (p) any changes or additions to ArticleVIII;




     (q) if other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02 or provable in bankruptcy;




     (r) the terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Securities of the Series of any properties, assets, moneys, proceeds, securities or
other collateral, including whether certain provisions of the Trust Indenture Act are
applicable and any corresponding changes to provisions of this Indenture as then in effect;




     (s) any addition to or change in the Events of Default with respect to any Securities
of the Series and any change in the right of the Trustee or the Holders of such Series of
Securities to declare the principal, premium and interest, if any, on such Series of
Securities due and payable pursuant to Section 6.02;




     (t) if the Securities of the Series shall be issued in whole or in part in the form of
a Global Security, the terms and conditions, if any, upon which such Global Security may be
exchanged in whole or in part for other individual Securities of such Series in definitive
registered form, the Depositary for such



8









 







Global Security and the form of any legend or legends to be borne by any such Global
Security in addition to or in lieu of the Global Securities Legend;




     (u) any Trustee, authenticating agent, Paying Agent, transfer agent or Registrar;




     (v) the applicability of, and any addition to or change in, the covenants and
definitions set forth in Article IV or V which applies to Securities of the Series;




     (w) the terms, if any, of any Guarantee of the payment of principal, premium and
interest with respect to Securities of the Series and any corresponding changes to the
provisions of this Indenture and as then in effect;




     (x) the subordination, if any, of the Securities of the Series pursuant to this
Indenture and any changes or additions to the provisions of this Indenture then in effect;




     (y) with regard to Securities of the Series that do not bear interest, the dates for
certain required reports to the Trustee;




     (z) any U.S. Federal Income tax consequences applicable to the Securities; and




     (aa) any other terms of Securities of the Series (which terms shall not be prohibited
by the provisions of this Indenture).



          All Securities of any one Series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the
Board Resolution, supplemental indenture or Officers’ Certificate referred to above, and the
authorized principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.




          SECTION 2.03. Execution and Authentication. One or more Officers of the Issuer shall
sign the Securities on behalf of the Issuer by manual or facsimile signature. The Issuer’s seal,
if any, shall be impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.




          If an Officer whose signature is on a Security no longer holds that office at the time the
Security is authenticated, the Security shall nevertheless be valid.




          A Security shall not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. A Security shall be dated the date of its authentication,
unless otherwise provided by a Board Resolution, a supplemental indenture or an Officers’
Certificate.




9









 








          The Trustee shall at any time, and from time to time, authenticate Securities for original
issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or
Officers’ Certificate, upon receipt by the Trustee of an Issuer Order. Such Issuer Order may
authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer
or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in
writing.




          The aggregate principal amount of Securities of any Series outstanding at any time may not
exceed any limit upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section
2.02, except as provided in Section 2.08.




          The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to
authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.




          SECTION 2.04. Registrar and Paying Agent. The Issuer shall maintain, with respect to
each Series of Securities, at the place or places specified with respect to such Series pursuant to
Section 2.02, an office or agency where Securities of such Series may be presented for registration
of transfer or for exchange (the “Registrar”) and an office or agency where Securities of such
Series may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with
respect to each Series of Securities and of their transfer and exchange. The Issuer may have one
or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes
any additional paying agent and the term “Registrar” includes any co-registrars. The Issuer hereby
appoints the Trustee as Registrar and Paying Agent for each Series of Securities unless another
Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.




          The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent
not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer
shall notify the Trustee of the name and address of any such agent. If the Issuer fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its domestically
organized Significant Subsidiaries may act as Paying Agent or Registrar.




          The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or
Paying Agent and to the Trustee; provided, however, that no such removal shall become effective
until (1) acceptance of any appointment by a successor as evidenced by an appropriate agreement
entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and
delivered to the Trustee or




10









 







(2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent
until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying
Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as
Registrar or Paying Agent only if the Trustee also resigns as Trustee in accordance with Section
7.08.




          SECTION 2.05. Paying Agent to Hold Money in Trust. The Issuer shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust,
for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the
Paying Agent for the payment of principal of or interest on the Series of Securities, and will
notify the Trustee of any default by the Issuer in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The
Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Issuer or any of its Significant
Subsidiaries) shall have no further liability for the money. If the Issuer or any of its
Significant Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund
for the benefit of Holders of any Series of Securities all money held by it as Paying Agent.




          SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders
of each Series of Securities and shall otherwise comply with Trust Indenture Act Section 312(a).
If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least ten days
before each interest payment date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of the names and
addresses of Holders of each Series of Securities.




          SECTION 2.07. Transfer and Exchange. Where Securities of a Series are presented to
the Registrar or a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall register the transfer
or make the exchange if its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No
service charge shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Issuer may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06
or 9.05).




          Neither the Issuer nor the Registrar shall be required (a) to issue, register the transfer of,
or exchange Securities of any Series for the period beginning at the opening of business fifteen
days immediately preceding the mailing of a notice of redemption of Securities of that Series
selected for redemption and ending at the close of business on the day of such mailing or (b) to
register the transfer of or exchange Securities of any Series selected, called or being called for
redemption as a whole or the portion being redeemed of any such Securities selected, called or
being called for redemption in part.




11









 








          SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security is surrendered to the Trustee, the Issuer 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.




          If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Issuer or the Trustee that such Security has been acquired by a bona fide
purchaser, the Issuer shall execute and upon their request the Trustee shall authenticate and make
available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of
the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.




          In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay
such Security.




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




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




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




          SECTION 2.09. Outstanding Securities. The Securities outstanding at any time are all
the Securities authenticated by the Trustee except for those canceled by it, those delivered to it
for cancellation, those reductions in the interest on a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this Section as not outstanding.




          If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the
Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.




          If the Paying Agent holds at the Maturity of Securities of a Series money sufficient to pay
such Securities payable on that date, then on and after that date such Securities of the Series
cease to be outstanding and interest on them ceases to accrue.




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          A Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer
holds the Security.




          In determining whether the Holders of the requisite principal amount of outstanding Securities
of any Series have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be
outstanding for such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.02.




          SECTION 2.10. Treasury Securities. In determining whether the Holders of the required
principal amount of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the Issuer shall be
disregarded, except that for the purposes of determining whether the Trustee shall be protected in
relying on any such request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so disregarded.




          SECTION 2.11. Temporary Securities. Until Definitive Securities are ready for
delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities upon the
Issuer’s Order. Temporary Securities shall be substantially in the form of Definitive Securities
but may have variations that the Issuer considers appropriate for temporary Securities. Without
unreasonable delay, the Issuer shall prepare and the Trustee upon request shall authenticate
Definitive Securities of the same Series and date of maturity in exchange for temporary Securities.
Until so exchanged, temporary Securities shall have the same rights under this Indenture as the
Definitive Securities.




          SECTION 2.12. Cancellation. The Issuer at any time may deliver Securities to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The Trustee
shall cancel all Securities surrendered for transfer, exchange, payment, replacement or
cancellation and shall destroy such canceled Securities (subject to the record retention
requirement of the Exchange Act) and deliver a certificate of such destruction to the Issuer,
unless the Issuer otherwise directs. The Issuer may not issue new Securities to replace Securities
that it has paid for or delivered to the Trustee for cancellation.




          SECTION 2.13. Defaulted Interest. If the Issuer defaults in a payment of interest on
a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law,
any interest payable on the defaulted interest, to the persons who are Holders of the Series on a
subsequent special record date. The Issuer shall fix the record date and payment date. At least
30 days before the record date, the Issuer shall mail to the Trustee and to each Holder of the
Series a notice that states the record date, the payment date and the amount of interest to be
paid. The Issuer may pay defaulted interest in any other lawful manner.




13









 








          SECTION 2.14. Global Securities.




          (a) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole
or in part in the form of one or more Global Securities and the Depositary for such Global Security
or Securities.




          (b) Transfer and Exchange. Notwithstanding any provisions to the contrary contained
in Section 2.07 of this Indenture and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.07 of this Indenture for Securities registered in the names of
Holders other than the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Issuer fails to appoint a successor Depositary within
90 days of such event, (ii) the Issuer executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of
Default with respect to the Securities represented by such Global Security shall have happened and
be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall
be exchangeable for Securities registered in such names as the Depositary shall direct in writing
in an aggregate principal amount equal to the principal amount of the Global Security with like
tenor and terms.




          Except as provided in this Section 2.14(b) a Global Security may not be transferred except as
a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by
a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a successor
Depositary.




          (c) Legend. Any Global Security issued hereunder shall bear a legend in substantially
the following form:




          “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III)
THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF
THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE ISSUER (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY).”




          (d) Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization,




14









 




direction, notice, consent, waiver or other action which a Holder is entitled to give or take
under this Indenture.




          (e) Payments. Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if
any, on any Global Security shall be made to the Holder thereof.




          (f) Consents, Declaration and Directions. Except as provided in Section 2.14(e), the
Issuer, any Guarantor, the Trustee and any Agent shall treat a person as the Holder of such
principal amount of outstanding Securities of such Series represented by a Global Security as shall
be specified in a written statement of the Depositary with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.




          SECTION 2.15. CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or
as contained in any notice of redemption and that reliance may be placed only on the other elements
of identification printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.




ARTICLE III




Redemption




          SECTION 3.01. Notices to Trustee.  The Issuer, with respect to any Series of
Securities, may elect to redeem and pay the Series of Securities or may covenant to redeem and pay
the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and
on such terms provided for in such Series of Securities. If a Series of Securities is redeemable
and the Issuer wants or is obligated to redeem prior to the Stated Maturity thereof all or part of
the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in
writing of the redemption date and the principal amount of Securities of the Series to be redeemed
and the redemption price. The Issuer shall give such notice to the Trustee at least 30 days before
the redemption date unless the Trustee consents to a shorter period.




          SECTION 3.02. Selection of Securities To Be Redeemed. Unless otherwise provided for
in a particular Series of Securities by a Board Resolution, a supplemental indenture or an
Officers’ Certificate, if fewer than all the Securities of a particular Series are to be redeemed
or purchased, the Trustee shall select the Securities to be redeemed or purchased pro rata or by
lot or by a method that complies with applicable legal and securities exchange requirements, if
any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in
accordance with methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection at least 30 days but no more than 60 days
before the




15









 




redemption date from outstanding Securities of a Series not previously called for redemption.
Securities and portions thereof that the Trustee selects shall be in principal amounts of $1,000 or
integral multiples of $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The Trustee shall promptly
notify the Issuer of the Securities (or portions thereof) to be redeemed.




          SECTION 3.03. Notice of Redemption. Unless otherwise provided for a particular Series
of Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, at least
30 days but not more than 60 days before a date for redemption of Securities, the Issuer shall mail
a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such
Holder’s registered address.




          The notice shall identify the Securities to be redeemed and shall state:





     (1) the redemption date;




     (2) the redemption price;




     (3) if any Security is being redeemed in part, the portion of the principal
amount of such Security to be redeemed and that, after the redemption date upon
surrender of such Security, a new Security or Securities in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Security;




     (4) the name and address of the Paying Agent;




     (5) that Securities called for redemption must be surrendered to the Paying Agent
to collect the redemption price;




     (6) that, unless the Issuer defaults in making such redemption payment or the
Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest on Securities (or portion thereof) called for redemption ceases to
accrue on and after the redemption date;




     (7) the paragraph of the Securities and/or provision of this Indenture pursuant
to which the Securities called for redemption are being redeemed;




     (8) the CUSIP or ISIN number, if any, printed on the Securities being redeemed;
and




     (9) that no representation is made as to the correctness or accuracy of the CUSIP
or ISIN number, if any, listed in such notice or printed on the Securities.



          At the Issuer’s request, the Trustee shall give the notice of redemption as provided to it in
the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee
with the information required by this Section.




16









 








          SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed,
Securities called for redemption become due and payable on the redemption date and at the
redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price stated in the notice.




          Failure to give notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.




          SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time)
on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or any
Affiliate of the Issuer is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the redemption price of, and accrued interest on, all Securities to be redeemed on that date,
other than Securities or portions of Securities called for redemption that have been delivered by
the Issuer to the Trustee for cancellation. The Paying Agent shall as promptly as practicable
return to the Issuer any money deposited with it by the Issuer in excess of the amounts necessary
to pay the redemption price of, and accrued interest on, all Securities to be redeemed. If such
money is then held by the Issuer in trust and is not required for such purpose it shall be
discharged from such trust. The Issuer at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.




          SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at
the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.




ARTICLE IV




Covenants




          SECTION 4.01. Payment of Securities. The Issuer shall promptly make all payments in
respect of each Series of Securities on the dates and in the manner provided in such Series of
Securities and in this Indenture. Such payments shall be considered made on the date due if on
such date the Trustee or the Paying Agent holds, in accordance with this Indenture, money
sufficient to make all payments with respect to such Securities then due and the Trustee or the
Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture.




          SECTION 4.02. SEC Reports. Unless otherwise provided for a particular Series of
Securities in a Board Resolution, a supplemental indenture or an Officers’ Certificate,
notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Issuer shall file with the SEC, and provide the Trustee and Holders
within 30 days after it files them with the SEC, copies of its annual report and the information,
documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act.
Delivery of such reports,




17









 




information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer’s compliance with any of
their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). The Issuer also shall comply with the other provisions of Trust Indenture Act
Section 314(a). Notwithstanding the foregoing, (a) if the Issuer is exempt from the registration
requirements of Section 13 or 15(d) of the Exchange Act under Rule 12h-5 of the Exchange Act, the
Issuer shall not be required to file such reports and documents with the SEC under Section 13 or
15(d) of the Exchange Act (or any successor provisions thereto) or provide such annual reports and
such information, documents and other reports to the Trustee and the Holders so long as (i) Parent
files such annual reports and such information, documents and other reports with the SEC, (ii)
Parent and the Issuer are in compliance with the requirements set forth in Rule 3-10 of Regulation
S-X under the Exchange Act and (iii) the Issuer provides the Trustee and Holders with such annual
reports and such information, documents and other reports filed by Parent and (b) the Issuer will
be deemed to have furnished such reports referred to above to the Trustee and the Holders if the
Issuer or Parent, as applicable, has filed such reports with the SEC via the EDGAR filing system
and such reports are publicly available.




          SECTION 4.03. Compliance Certificate. The Issuer shall deliver to the Trustee within
120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in
the course of the performance by the signers of their duties as Officers of the Issuer they would
normally have knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the Default, its status
and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also
shall comply with Trust Indenture Act Section 314(a)(4).




          SECTION 4.04. Further Instruments and Acts. The Issuer shall execute and deliver to
the Trustee such further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.




ARTICLE V




Successor Companies




          SECTION 5.01. Merger and Consolidation. Unless otherwise provided for in a particular
Series of Securities in a Board Resolution, a supplemental indenture or an Officers’ Certificate,
neither the Issuer nor Parent shall consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its properties and assets to, any Person unless:





     (i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a
corporation organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia, and the Successor Company (if not the Issuer or
Parent, as applicable) shall expressly



18









 






assume, by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Issuer or Parent, as applicable,
under the Securities and this Indenture;




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




     (iii) the Issuer or Parent, as applicable, shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with this Indenture.



          The Successor Company shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer or Parent, as applicable, under this Indenture (as modified or
supplemented by a Board Resolution, a supplemental indenture or an Officer’s Certificate), but the
predecessor Issuer or Parent, as applicable, in the case of a lease of all or substantially all of
its assets shall not be released from the obligation to pay the principal of and interest on the
Securities.




ARTICLE VI




Defaults And Remedies




          SECTION 6.01. Events of Default. Unless otherwise provided for in a particular Series
of Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, each of
the following constitutes an “Event of Default” with respect to each Series of Securities:





     (1) default in any payment of the principal amount or premium, if any, on any
Security of that Series when such amount becomes due and payable at Stated Maturity,
upon acceleration, redemption or otherwise;




     (2) failure to pay interest on any Security of that Series when such interest
becomes due and payable, and such failure continues for a period of 30 days;




     (3) failure to comply with Section 5.01;




     (4) failure to comply with the covenants contained in Section 4.02 and such
failure continues for 30 days after the notice specified below;




     (5) failure to comply with any of the covenants or agreements contained in the
Securities of that Series or this Indenture (other than those referred to in (1), (2),
(3), or (4) above) and such failure continues for 60 days after the notice specified
below;




     (6) the Issuer, Parent or a Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:



19









 






     (A) commences a voluntary case;




     (B) consents to the entry of an order for relief against it in an involuntary
case;




     (C) consents to the appointment of a Custodian of it or for any substantial
part of its property; or




     (D) makes a general assignment for the benefit of its creditors or takes any
comparable action under any foreign laws relating to insolvency; or




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




     (A) is for relief against the Issuer, Parent or a Significant Subsidiary in an
involuntary case;




     (B) appoints a Custodian of the Issuer, Parent or a Significant Subsidiary or
for any substantial part of its property; or




     (C) orders the winding up or liquidation of the Issuer, Parent or a
Significant Subsidiary or any similar relief is granted under any foreign laws and
the order or decree remains unstayed and in effect for 60 days.



          The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is 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.




          The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.




          A Default under clause (4) or (5) above is not an Event of Default with respect to any Series
of Securities until the Trustee or the Holders of at least 25% in principal amount of the
outstanding Securities of that Series notify the Issuer of the Default and the Issuer does not cure
such Default within the time specified in clause (4) or (5), as applicable, after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such
notice is a “Notice of Default.”




          The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any event which with the giving of notice or the
lapse of time would become an Event of Default under clause (4) or (5), its status and what action
the Issuer is taking or proposes to take with respect thereto.




20









 








          SECTION 6.02. Acceleration. If an Event of Default with respect to any Series of
Securities at the time outstanding (other than an Event of Default specified in Section 6.01(6) or
(7) with respect to the Issuer or Parent) occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the outstanding Securities of that Series by notice to the
Issuer (and to the Trustee if such notice is given by the Holders), may declare the principal
amount of (or, in the case of Original Issue Discount Securities of that Series, the portion
thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest
on all the Securities of that Series to be due and payable. Upon such a declaration, such amounts
shall be due and payable immediately. If an Event of Default specified in Section 6.01(6) or (7)
with respect to the Issuer or Parent occurs, the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest on all the Securities of each Series of
Security 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. The Holders of a majority in principal amount
of the Securities of any Series of Securities by notice to the Trustee may rescind an acceleration
of that Series of Securities and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with respect to such Series of Securities
have been cured or waived except nonpayment of the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest on all Securities of that Series that
has become due solely because of acceleration. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.




          SECTION 6.03. Other Remedies. If an Event of Default with respect to any Series of
Securities occurs and is continuing, the Trustee may pursue any available remedy to collect the
payment of the principal amount of (or, in the case of Original Issue Discount Securities of that
Series, the portion thereby specified in the terms of such Security), premium, if any, and accrued
and unpaid interest on the Securities of that Series or to enforce the performance of any provision
of the Securities of that Series or this Indenture.




          The Trustee may institute and maintain a suit or legal proceeding even if it does not possess
any of the Securities of a Series or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of
Default with respect to any Series of Securities shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy.
All available remedies are cumulative.




          SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in aggregate
principal amount of the Securities of any Series then outstanding may by notice to the Trustee
waive an existing Default and its consequences except (i) a Default in the payment of the principal
amount of (or, in the case of Original Issue Discount Securities of that Series, the portion
thereby specified in the terms of such Security), premium, if any, and accrued and unpaid interest
on a Security of that Series, (ii) a Default arising from the failure to redeem or purchase any
Security of that Series when required pursuant




21









 




to the terms of this Indenture or (iii) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Holder of that Series affected. When a
Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.




          SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
the outstanding Securities of any Series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee with respect to that Series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines
is unduly prejudicial to the rights of any other Holder of that Series or that would subject the
Trustee to personal liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such action.




          SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of
the principal amount of (or, in the case of Original Issue Discount Securities, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and unpaid interest on a
Security of any Series when due, no Holder of a Security of that Series may pursue any remedy with
respect to this Indenture or the Securities of that Series unless:





     (1) the Holder previously gave the Trustee written notice stating that an Event
of Default with respect to that Series is continuing;




     (2) the Holders of at least 25%, in principal amount of the outstanding
Securities of that Series make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders of that Series offer to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of
the request and the offer of security or indemnity; and




     (5) the Holders of a majority in principal amount of the outstanding Securities
of that Series do not give the Trustee a direction inconsistent with the request
during such 60-day period.



          A Holder of Securities of any Series may not use this Indenture to prejudice the rights of
another Holder of that Series or to obtain a preference or priority over another Holder of that
Series.




          SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of the principal amount of
(or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms
of such Security), premium, if any, and accrued and unpaid




22









 




interest on the Securities held by such Holder, on or after their Maturity, or to bring suit
for the enforcement of any such payment on or after their Maturity, shall not be impaired or
affected without the consent of such Holder.




          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Issuer for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the amounts provided for
in Section 7.07.




          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any of
its Subsidiaries, their creditors or their property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make 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 it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and its counsel, and any other amounts due the Trustee under Section 7.07.




          SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to
this Article VI with respect to any Series of Securities, it shall pay out the money or property in
the following order:




          FIRST: to the Trustee for amounts due under Section 7.07;




          SECOND: to Holders for amounts due and unpaid on the Securities of that Series for the
principal amount of (or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid
interest, ratably, without preference or priority of any kind, according to the amounts due and
payable on the Securities of that Series for the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the terms of such
Security), premium, if any, and accrued and unpaid interest, respectively; and




          THIRD: to the Issuer.




          The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the
Issuer a notice that states the record date, the payment date and amount to be paid.




          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, 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




23









 




in its discretion may assess reasonable costs, including reasonable attorneys’ 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. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Securities of any Series.




          SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to the extent it may
lawfully do so) shall not at any time insist upon, plead, or in any manner whatsoever claim to take
the benefit or advantage of, any stay or extension law, wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law, and shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as though no such law
had been enacted.




ARTICLE VII




Trustee




          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is
continuing with respect to any Series of Securities, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill in its exercise
thereof as a prudent Person would exercise or use under the circumstances in the conduct of such
Person’s own affairs.




          (b) Except during the continuance of an Event of Default with respect to any Series of
Securities:





     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of that
Series, as modified or supplemented by a Board Resolution, a supplemental indenture or
an Officers’ Certificate and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may, with respect to
Securities of that Series, conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to determine whether
or, not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein).



          (c) The Trustee may not be relieved from liability for its own grossly negligent action, its
own grossly negligent failure to act or its own willful misconduct, except that:




24









 









     (1) this paragraph does not limit the effect of paragraph (b) of this Section;




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




     (3) the Trustee shall not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant to
Section 6.05.



          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (g) of this Section.




          (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer.




          (f) Money held in trust by the Trustee need not be segregated from funds except to the extent
required by law.




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




          (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section and to the
provisions of the Trust Indenture Act.




          SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good, faith in reliance on the Officers’ Certificate or Opinion of Counsel.




          (c) The Trustee may act through agents or attorneys and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or gross negligence.




          (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to
legal matters relating to this Indenture and the Securities, shall be



















25











 




full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.




          (f) 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, consent,
order, approval, bond, debenture, note or other paper or document.




          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default with
respect to the Securities of any Series unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the
Trustee at the corporate trust office of the Trustee, and such notice references such Securities
and this Indenture.




          (h) 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.




          (i) 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 pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in
compliance with such request or direction.




          SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer
or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar or co-paying agent may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.




          SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Securities, it
shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not
be responsible for any statement in this Indenture, in the Securities, or in any document executed
in connection with the sale of the Securities, other than those set forth in the Trustee’s
certificate of authentication.




          SECTION 7.05. Notice of Defaults. If a Default with respect to Securities of any
Series occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the
Trustee shall mail to each Holder of that Series notice of the Default within 90 days after it
occurs. Except in the case of a Default with respect to Securities of any Series in payment of the
principal amount of (or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security), premium, if any, and accrued and unpaid
interest on any Security of that Series, the Trustee may withhold the notice if and so long as a
committee of its Trust



26









 






Officers in good faith determines that withholding the notice is in the interests of Holders.




          SECTION 7.06. Reports by Trustee to Holder. As promptly as practicable after each
                     beginning with the                      for so long as Securities remain outstanding, the Trustee
shall mail to each Holder a brief report dated as of such reporting date that complies with
Section 313(a) of the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of
the Trust Indenture Act.




          A copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify
promptly the Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.




          SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from
time to time such compensation for its services as the Issuer and the Trustee shall from time to
time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants
and experts. The Issuer shall indemnify the Trustee against any and all loss, liability or expense
(including reasonable attorneys’ fees) incurred by or in connection with the administration of this
trust and the performance of its duties hereunder. The Trustee shall notify the Issuer of any
claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided,
however, that any failure so to notify the Issuer shall not relieve the Issuer of its indemnity
obligations hereunder. The Issuer need not reimburse any expense or indemnify against any loss,
liability or expense incurred by an indemnified party through such party’s own willful misconduct,
gross negligence or bad faith.




          To secure the Issuer’s payment obligations pursuant to this Section, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the Trustee other than
money or property held in trust to pay the principal of and interest and any liquidated damages on
particular Securities.




          The Issuer’s payment obligations pursuant to this Section shall survive the satisfaction or
discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy
law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Issuer or Parent
the expenses are intended to constitute expenses of administration under the Bankruptcy Law.




          SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time with respect
to the Securities of any Series by so notifying the Issuer. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee and may appoint a successor Trustee
with respect to such Series of Securities. The Issuer shall remove the Trustee if:




27









 






          (1) the Trustee fails to comply with Section 7.10;




          (2) the Trustee is adjudged bankrupt or insolvent;




          (3) a receiver or other public officer takes charge of the Trustee or its
property; or




          (4) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal
amount of the Securities of any Series and such Holders do not reasonably promptly appoint a
successor Trustee or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of that Series of Securities. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.




          If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities of
that Series may petition, at the expense of the Issuer, any court of competent jurisdiction for the
appointment of a successor Trustee.




          If the Trustee fails to comply with Section 7.10, any Holder of that Series of Securities may
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.




          Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuer’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.




          SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate-trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.




          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so authenticated; and if at
that time any of the Securities shall not have been authenticated, any such successor to the
Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full
force which it is



28









 






anywhere in the Securities or in this Indenture provided that the certificate of the Trustee
shall have.




          SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of Trust Indenture Act Section 310(a). The Trustee shall have a combined capital
and surplus of at least $100,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with Trust Indenture Act Section 310(b); provided, however,
that there shall be excluded from the operation of Trust Indenture Act Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest or participation
in other securities of the Issuer are outstanding if the requirements for such exclusion set forth
in Trust Indenture Act Section 310(b)(1) are met.




          SECTION 7.11. Preferential Collection of Claims Against the Issuer. The Trustee shall
comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust
Indenture Act Section 311(b). A Trustee who has resigned or has been removed shall be subject to
Trust Indenture Act Section 311(a) to the extent indicated.




ARTICLE VIII




Legal Defeasance And Covenant Defeasance




          SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer
may, at the option of its Board of Directors evidenced by resolutions set forth in an Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all
outstanding Securities of any Series upon compliance with the conditions set forth below in this
Article VIII.




          Unless otherwise provided for in a Board Resolution, a supplemental indenture or an Officers’
Certificate, when (a) the Issuer has delivered to the Trustee for cancellation all Securities of a
Series or (b) all outstanding Securities of a Series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year, and the Issuer shall have
deposited with the Trustee as trust funds the entire amount sufficient to pay at maturity or upon
redemption of all outstanding Securities of the Series, and if, in either case, the Issuer shall
also pay or cause to be paid all other sums payable under the Indenture by the Issuer, then the
Indenture shall cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of the Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an
Opinion of Counsel and at the cost and expense of the Issuer.




          SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02 with respect to any Series of
Securities, the Issuer and Parent shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all
outstanding Securities of that Series on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this




29









 







purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Securities of that Series, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their
other obligations under such Securities and this Indenture (and the Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or discharged hereunder:




          (a) the rights of Holders of outstanding Securities of that Series to receive solely from the
trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest on such Securities when such payment
are due;




          (b) the Issuer’s obligations with respect to such Securities of that Series under Article II;




          (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuer’s obligations in connection therewith; and




          (d) this Article VIII.




          Subject to compliance with this Article VIII, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.




          SECTION 8.03. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03 with respect to any Series of Securities, the
Issuer and Parent shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from their obligations under the covenants contained in a Board Resolution, a
supplemental indenture or an Officers’ Certificate with respect to the outstanding Securities of
that Series on and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, “Covenant Defeasance”), and the Securities of that Series shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being understood that such
Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities of that Series, the Issuer and
Parent may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such 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 with respect to such Securities under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such Securities shall
be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.03 hereof with respect to




30









 







any Series of Securities, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof and Sections 6.01(3) through 6.01(5) hereof shall not constitute Events of
Default with respect to such Securities.




          SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the
conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities:




          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any Series
of Securities:





          (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of that Series of Securities, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as will
be sufficient, in the opinion of a nationally recognized independent registered public
accounting firm, to pay the principal of, premium, if any, and interest on the
outstanding Securities of that Series on the stated date for payment thereof or on the
applicable redemption date, as the case may be;




          (2) in the case of an election under Section 8.02 hereof, the Issuer shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that:



          (a) the Issuer has received from, or there has been published by, the Internal Revenue Service
a ruling; or




          (b) since the date 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 of Counsel shall confirm
that, the Holders of the outstanding Securities of that Series will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same time as would have been
the case if such Legal Defeasance had not occurred;





          (3) in the case of an election under Section 8.03 hereof, the Issuer shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Securities of
that Series 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;




          (4) no Default or Event of Default with respect to that Series of Securities
shall have occurred and be continuing either:



31









 





          (a) on the date of such deposit (other than a Default or Event of Default with respect to that
Series of Securities resulting from the borrowing of funds to be applied to such deposit); or




          (b) insofar as Sections 6.01(6) or 6.01(7) hereof are concerned, at any time in the period
ending on the 91st day after the date of deposit;





          (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or instrument
(other than this Indenture) to which the Issuer, Parent or any of its Significant
Subsidiaries are a party or by which the Issuer, Parent or any of its Significant
Subsidiaries are bound;




          (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the
effect that on the 91st day following the deposit, the trust funds will not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally;




          (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Issuer with the intent of preferring the
Holders of that Series of Securities over any other creditors of the Issuer or with
the intent of defeating, hindering, delaying or defrauding any other creditors of the
Issuer or others; and




          (8) the Issuer shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied with.



          SECTION 8.05. Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of any outstanding Series of Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Issuer acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but such money need not
be segregated from other funds except to the extent required by law.




          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof 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 the outstanding Securities of
that Series.




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          Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon the request of the Issuer any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a
nationally recognized independent registered public accounting firm expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.




          SECTION 8.06. Repayment to the Issuer. Any money deposited with the Trustee or any
Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if
any, or interest on any Security and remaining unclaimed for two years after such principal, and
premium, if any, or interest has become due and payable shall be paid to the Issuer on its request
or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such
Security shall thereafter look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Issuer cause to be
published once, in the New York Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer.




          SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any
U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 thereof,
as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Issuer’s or Parent’s
obligations under this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof,
as the case may be; provided, however, that, if the Issuer makes any payment of principal of,
premium, if any, or interest on any Security following the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment
from the money held by the Trustee or Paying Agent.




ARTICLE IX




Amendments




          SECTION 9.01. Without Consent of Holders. The Issuer, and the Trustee may amend this
Indenture or the Securities without notice to or consent of any Holder:





          (1) to evidence the succession of another Person to the Issuer pursuant to
Article V and the assumption by such successor of the Issuer’s covenants, agreements
and obligations in this Indenture and in the Securities;



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          (2) to surrender any right or power conferred upon the Issuer by this Indenture,
to add to the covenants such further covenants, restrictions, conditions or provisions
for the protection of the Holders of all or any Series of Securities as the Boards of
Directors of the Issuer shall consider to be for the protection of the Holders of such
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in respect of any such additional covenants, restrictions, conditions or
provisions a Default or an Event of Default under this Indenture; provided, however,
that with respect to any such additional covenant, restriction, condition or
provision, such amendment may provide for a period of grace after default, which may
be shorter or longer than that allowed in the case of other Defaults, may provide for
an immediate enforcement upon such Default, may limit the remedies available to the
Trustee upon such Default or may limit the right of Holders of a majority in aggregate
principal amount of the Securities of any Series to waive such default;




          (3) to cure any ambiguity or correct or supplement any provision contained in
this Indenture, in any supplemental indenture or in any Securities that may be
defective or inconsistent with any other provision contained therein;




          (4) to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to make such other provisions in regard to matters or questions arising
under this Indenture as shall not adversely affect the interests of any Holders of
Securities of any Series;




          (5) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any supplemental indenture under the Trust
Indenture Act as then in effect;




          (6) to add or to change any of the provisions of this Indenture to provide that
Securities in bearer form may be registrable as to principal, to change or eliminate
any restrictions on the payment of principal or premium with respect to Securities in
registered form or of principal, premium or interest with respect to Securities in
bearer form, or to permit Securities in registered form to be exchanged for Securities
in bearer form, so as to not adversely affect the interests of the Holders of
Securities or any coupons of any Series in any material respect or permit or
facilitate the issuance of Securities of any Series in uncertificated form;




          (7) in the case of subordinated Securities, to make any change in the provisions
of this Indenture or any supplemental indenture relating to subordination that would
limit or terminate the benefits available to any holder of senior Indebtedness under
such provisions (but only if each such holder of senior Indebtedness consents to such
change);




          (8) to add Guarantees with respect to the Securities or to secure the Securities;



34









 






          (9) to make any change that does not adversely affect the rights of any Holder;




          (10) to add to, change, or eliminate any of the provisions of this Indenture with
respect to one or more Series of Securities, so long as any such addition, change or
elimination not otherwise permitted under this Indenture shall (A) neither apply to
any Security of any Series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor modify the rights of the
Holders of any such Security with respect to the benefit of such provision or
(B) become effective only when there is no such Security outstanding;




          (11) to evidence and provide for the acceptance of appointment by a successor or
separate 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 this Indenture by more than one Trustee; or




          (12) to establish the form or terms of Securities and coupons of any Series
pursuant to Article II.



          SECTION 9.02. With Consent of Holders. The Issuer and the Trustee may amend this
Indenture or the Securities of any Series without notice to any Holder but with the written consent
of the Holders of at least a majority in principal amount of the Securities of each Series then
outstanding (including consents obtained in connection with a tender offer or exchange for the
Securities) affected by such amendment. However, without the consent of each Holder affected, an
amendment may not:





          (1) make any change to the percentage of principal amount of the outstanding
Securities of any Series, the consent of whose Holders is required for any amendment,
or the consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture;




          (2) reduce the principal amount of, premium, if any, or interest on, or extend
the Stated Maturity or interest payment periods of any Security;




          (3) make any Security payable in money or securities other than that stated in
the Security;




          (4) make any change that adversely affects such Holder’s right to require the
Issuer to purchase the Securities in accordance with the terms thereof and this
Indenture;




          (5) impair the right of any Holder to institute suit for the enforcement of any
payment with respect to the Securities;



35









 






          (6) in the case of any subordinated Securities, or coupons appertaining thereto,
make any change in the provisions of this Indenture relating to subordination that
adversely affects the rights of any Holder under such provisions;




          (7) except as provided under Article VIII hereof or in accordance with the terms
of any Guarantee, release any Guarantor from any of its obligations under its
Guarantee or make any change in a Guarantee that would adversely affect the Holder of
the Securities; or




          (8) make any change in Section 6.04 or 6.07 or the second sentence of this
Section 9.02.



          It shall not be necessary for the consent of the Holders under this Section to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent approves the
substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail
to all affected Holders a notice briefly describing such amendment. The failure to give such
notice to all such Holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section.




          SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture
or the Securities shall comply with the Trust Indenture Act as then in effect.




          SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder
of that Security or portion of the Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall
bind every Holder. An amendment or waiver becomes effective once both (i) the requisite number of
consents have been received by the Issuer or the Trustee and (ii) such amendment or waiver has been
executed by the Issuer and the Trustee.




          The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent shall be valid or effective
for more than 120 days after such record date.




          SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the
terms of a Security, the Trustee may require the Holder of the Security to




36









 







deliver it to the Trustee. The Trustee may place an appropriate notation on the Security
regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the
Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such amendment.



     SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment
authorized pursuant to this Article IX if the amendment does not affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing such amendment the Trustee shall be entitled to receive indemnity satisfactory to it and to
receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture and that such amendment is the legal, valid and binding obligation of the Issuer
enforceable against it in accordance with its terms, subject to customary exceptions, and complies
with the provisions hereof (including Section 9.03).



     SECTION 9.07. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer
shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders, ratably, that so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such consent, waiver or
agreement.




ARTICLE X




Miscellaneous




     SECTION 10.01. Trust Indenture Act Controls. If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to be included in this
Indenture by the Trust Indenture Act, the required provision shall control.



     SECTION 10.02. Notices. Any notice or communication shall be in writing and delivered
in person or mailed by first-class mail addressed as follows:


If to UAL:



UAL Corporation

77 W. Wacker Drive

Chicago, Illinois 60601

Attention: [•]



If to United:



United Air Lines, Inc.

77 W. Wacker Drive

Chicago, Illinois 60601




37









 







Attention: [•]



With a copy to:



Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: William V. Fogg, Esq.



If to the Trustee:



[•]




          The Issuer or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.




          Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s
address as it appears on the registration books of the Registrar and shall be sufficiently given if
so mailed within the time prescribed.




          Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.




          SECTION 10.03. Communication by Holders with Other Holders. Holders may communicate
pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights
under this Indenture or the Securities. The Issuer, any Guarantor, the Trustee, the Registrar and
anyone else shall have the protection of Trust Indenture Act Section 312(c).




          SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Issuer to the Trustee to take or refrain from taking any action under this
Indenture, the Issuer shall furnish to the Trustee:





          (1) an Officers’ Certificate of the Issuer respectively, in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and




          (2) an Opinion of Counsel in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.



          SECTION 10.05. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture
shall include:




38









 









          (1) a statement that the individual making such certificate or opinion has read
such covenant or condition;




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




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




          (4) a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.



          SECTION 10.06. When Securities Disregarded. In determining whether the Holders of the
required principal amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Issuer, any Guarantor or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only Securities which the
Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.




          SECTION 10.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may
make reasonable rules for their functions.




          SECTION 10.08. Legal Holidays. A “Legal Holiday” is a Saturday, Sunday or other day
on which banking institutions in New York State are authorized or required by law to close. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date
is a Legal Holiday, the record date shall not be affected.




          SECTION 10.09. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.




          SECTION 10.10. No Recourse Against Others. A director, officer, employee or
shareholder, as such, of the Issuer or Parent shall not have any liability for any obligations of
the Issuer or Parent under the Securities or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Security, each Holder shall
waive and release all such liability. The waiver and release shall be part of the consideration
for the issuance of the Securities.




39









 








          SECTION 10.11. Successors. All agreements of the Issuer and Parent in this Indenture
and the Securities shall bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.




          SECTION 10.12. Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy of the Indenture is enough to prove this Indenture.




          SECTION 10.13. Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.




          SECTION 10.14. Severability. If any provision in this Indenture is deemed
unenforceable, it shall not affect the validity or enforceability of any other provision set forth
herein, or of the Indenture as a whole.




40









 








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




	 	 	 	 	 	 	 
	 	UAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	UNITED AIR LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	[•], as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







41