Exhibit 4.1


 


NATIONAL
SEMICONDUCTOR CORPORATION


 






 


INDENTURE


 


Dated
as of June 18, 2007


 






 


The
Bank of New York Trust Company, N.A.


 


Trustee


 






 

















 


CROSS-REFERENCE
TABLE*


 


	
  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)

  	
   

  	
  11.03

  
	
   

  	
  (c)

  	
   

  	
  11.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06; 11.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03; 11.02

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  11.04

  
	
   

  	
  (c)(2)

  	
   

  	
  11.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  11.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05; 11.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last
  sentence)

  	
   

  	
  2.10

  
	
   

  	
  (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)

  	
   

  	
  11.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  11.01

  



 






N.A. means not applicable.


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


 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
  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

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Issuable in Series

  	
  6

  
	
  Section 2.02

  	
   

  	
  Establishment of Terms of Series of Notes

  	
  7

  
	
  Section 2.03

  	
   

  	
  Execution and Authentication

  	
  8

  
	
  Section 2.04

  	
   

  	
  Registrar and Paying Agent

  	
  9

  
	
  Section 2.05

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
  9

  
	
  Section 2.06

  	
   

  	
  Holder Lists

  	
  10

  
	
  Section 2.07

  	
   

  	
  Transfer and Exchange

  	
  10

  
	
  Section 2.08

  	
   

  	
  Replacement Notes

  	
  10

  
	
  Section 2.09

  	
   

  	
  Outstanding Notes

  	
  11

  
	
  Section 2.10

  	
   

  	
  Treasury Notes

  	
  11

  
	
  Section 2.11

  	
   

  	
  Temporary Notes

  	
  11

  
	
  Section 2.12

  	
   

  	
  Cancellation

  	
  11

  
	
  Section 2.13

  	
   

  	
  Defaulted Interest

  	
  12

  
	
  Section 2.14

  	
   

  	
  Global Notes

  	
  12

  
	
  Section 2.15

  	
   

  	
  CUSIP Number

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  REDEMPTION AND PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Notice to Trustee

  	
  13

  
	
  Section 3.02

  	
   

  	
  Selection of Notes to Be Redeemed

  	
  13

  
	
  Section 3.03

  	
   

  	
  Notice of Redemption

  	
  14

  
	
  Section 3.04

  	
   

  	
  Effect of Notice of Redemption

  	
  14

  
	
  Section 3.05

  	
   

  	
  Deposit of Redemption Price

  	
  14

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed in Part

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Principal and Interest

  	
  15

  
	
  Section 4.02

  	
   

  	
  Maintenance of Office or Agency

  	
  15

  
	
  Section 4.03

  	
   

  	
  Reports

  	
  16

  
	
  Section 4.04

  	
   

  	
  Compliance Certificate

  	
  16

  
	
  Section 4.05

  	
   

  	
  Taxes

  	
  16

  
	
  Section 4.06

  	
   

  	
  Stay, Extension and Usury Laws

  	
  16

  
	
  Section 4.07

  	
   

  	
  Corporate Existence

  	
  17

  



 

















 


	
   

  	
  Page

  
	
  ARTICLE 5

  SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Merger, Consolidation, or Sale of Assets

  	
  17

  
	
  Section 5.02

  	
   

  	
  Successor Corporation Substituted

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of Default

  	
  18

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
  19

  
	
  Section 6.03

  	
   

  	
  Other Remedies

  	
  20

  
	
  Section 6.04

  	
   

  	
  Waiver of Past Defaults

  	
  20

  
	
  Section 6.05

  	
   

  	
  Control by Majority

  	
  20

  
	
  Section 6.06

  	
   

  	
  Limitation on Suits

  	
  20

  
	
  Section 6.07

  	
   

  	
  Rights of Holders of Notes to Receive Payment

  	
  21

  
	
  Section 6.08

  	
   

  	
  Collection Suit by Trustee

  	
  21

  
	
  Section 6.09

  	
   

  	
  Trustee May File Proofs of Claim

  	
  21

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
  22

  
	
  Section 6.11

  	
   

  	
  Undertaking for Costs

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of Trustee

  	
  23

  
	
  Section 7.02

  	
   

  	
  Rights of Trustee

  	
  24

  
	
  Section 7.03

  	
   

  	
  Individual Rights of Trustee

  	
  24

  
	
  Section 7.04

  	
   

  	
  Trustee’s Disclaimer

  	
  25

  
	
  Section 7.05

  	
   

  	
  Notice of Defaults

  	
  25

  
	
  Section 7.06

  	
   

  	
  Reports by Trustee to Holders of the Notes

  	
  25

  
	
  Section 7.07

  	
   

  	
  Compensation and Indemnity

  	
  25

  
	
  Section 7.08

  	
   

  	
  Replacement of Trustee

  	
  26

  
	
  Section 7.09

  	
   

  	
  Successor Trustee by Merger, etc.

  	
  27

  
	
  Section 7.10

  	
   

  	
  Eligibility; Disqualification

  	
  27

  
	
  Section 7.11

  	
   

  	
  Preferential Collection of Claims Against Company

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect Legal Defeasance or Covenant Defeasance

  	
  28

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance and Discharge

  	
  28

  
	
  Section 8.03

  	
   

  	
  Covenant Defeasance

  	
  28

  
	
  Section 8.04

  	
   

  	
  Conditions to Legal or Covenant Defeasance

  	
  29

  
	
  Section 8.05

  	
   

  	
  Deposited Money and Government Securities to be Held in
  Trust; Other Miscellaneous Provisions

  	
  30

  
	
  Section 8.06

  	
   

  	
  Repayment to Company

  	
  30

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent of Holders of Notes

  	
  31

  
	
  Section 9.02

  	
   

  	
  With Consent of Holders of Notes

  	
  32

  
	
  Section 9.03

  	
   

  	
  Compliance with Trust Indenture Act

  	
  33

  
	
  Section 9.04

  	
   

  	
  Revocation and Effect of Consents

  	
  33

  



 


ii

















 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 9.05

  	
   

  	
  Notation on or Exchange of Notes

  	
  33

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign Amendments, etc.

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Satisfaction and Discharge

  	
  33

  
	
  Section 10.02

  	
   

  	
  Application of Trust Money

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Trust Indenture Act Controls

  	
  35

  
	
  Section 11.02

  	
   

  	
  Notices

  	
  35

  
	
  Section 11.03

  	
   

  	
  Communication by Holders of Notes with Other Holders of
  Notes

  	
  36

  
	
  Section 11.04

  	
   

  	
  Certificate and Opinion as to Conditions Precedent

  	
  36

  
	
  Section 11.05

  	
   

  	
  Statements Required in Certificate or Opinion

  	
  36

  
	
  Section 11.06

  	
   

  	
  Rules by Trustee and Agents

  	
  37

  
	
  Section 11.07

  	
   

  	
  Calculation of Foreign Currency Amounts

  	
  37

  
	
  Section 11.08

  	
   

  	
  No Personal Liability of Directors, Officers, Employees and
  Stockholders

  	
  37

  
	
  Section 11.09

  	
   

  	
  Governing Law

  	
  37

  
	
  Section 11.10

  	
   

  	
  No Adverse Interpretation of Other Agreements

  	
  37

  
	
  Section 11.11

  	
   

  	
  Successors

  	
  37

  
	
  Section 11.12

  	
   

  	
  Severability

  	
  37

  
	
  Section 11.13

  	
   

  	
  Counterpart Originals

  	
  37

  
	
  Section 11.14

  	
   

  	
  Table of Contents, Headings, etc.

  	
  38

  



 


iii

















 


INDENTURE
dated as of June 18, 2007 by and among National Semiconductor Corporation,
a Delaware corporation (the “Company”), and
The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).


 


The Company and the Trustee
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Notes issued under this Indenture.


 


ARTICLE
1

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 purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control.  For purposes of this definition, the terms “controlling,” “controlled by”
and “under common control with” have
correlative meanings.


 


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


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law
for the relief of debtors.


 


“Board of
Directors” means:


 


(1)           with respect to a corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on
behalf of such board;


 


(2)           with respect to a partnership, the Board of
Directors of the general partner of the partnership;


 


(3)           with respect to a limited liability company, the managing
member or members or any controlling committee of managing members thereof; and


 


(4)           with respect to any other Person, the board or
committee of such Person serving a similar function.


 


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


 


“Business Day” means any day
other than a Legal Holiday.


 


“Capital Lease Obligation” means, at the
time any determination is to be made, the amount of the liability in respect of
a capital lease that would at that time be required to be capitalized on a
balance sheet prepared in accordance with GAAP.


 


1

















 


“Capital Stock” means:


 


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


 


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


 


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


 


(8)           any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.


 


“Company”  means
National Semiconductor Corporation, and any and all successors thereto.


 


“Company Order” means a written
order signed in the name of the Company by an Officer.


 


“Corporate Trust Office of the
Trustee” will be at the address of the Trustee specified in Section 11.02
hereof or such other address as to which the Trustee may give notice to the
Company.


 


“Custodian” means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.


 


“Default” means any
event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.


 


“Depositary” means, with respect to the Notes of any Series issuable
or issued in whole or in part in the form of one or more Global Notes, the
person designated as Depositary for such Series by the Company, which
Depositary shall be a clearing agency registered under the Exchange Act; and if
at any time there is more than one such person, “Depositary” as used with
respect to the Notes of any Series shall mean the Depositary with respect
to the Notes of such Series.


 


“Discount
Note” means any Note that provides for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.02.


 


“Dollars” and “$” means the currency of The United States of America.


 


“Equity Interests” means Capital
Stock and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).


 


“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 set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect as of the date of this Indenture.


 


2

















 


“Global Note” or “Global Notes” means a Note or Notes, as the case may be, in
the form established pursuant to Section 2.02 evidencing all or part of a Series of
Notes, issued to the Depositary for such Series or its nominee, and
registered in the name of such Depositary or nominee.


 


“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 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.


 


“Hedging Obligations” means, with
respect to any specified Person, the obligations of such Person under:


 


(9)           interest rate swap agreements (whether from fixed to
floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements;


 


(10)         other agreements or arrangements designed to manage
interest rates or interest rate risk; and


 


(11)         other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange rates or commodity
prices.


 


“Holder” means a Person
in whose name a Note is registered.


 


“Indebtedness” means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent:


 


(1)           in
respect of borrowed money;


 


(2)           evidenced
by bonds, notes, debentures or similar instruments or letters of credit, or
reimbursement agreements in respect thereof;


 


(3)           in
respect of banker’s acceptances;


 


(4)           representing
Capital Lease Obligations;


 


(5)           representing
the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable; or


 


(6)           representing
any Hedging Obligations,


 


if and to the extent any of the preceding items, other
than letters of credit and Hedging Obligations, would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP.
In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person, whether or not such
Indebtedness is assumed by the specified Person, and, to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness
of any other Person or any liability of any person, whether or not contingent
and whether or not it appears on the balance sheet of such Person.


 


The amount of any Indebtedness outstanding as of any
date shall be:


 


3

















 


(1)           the
accreted value of the Indebtedness, in the case of any Indebtedness that does
not require the current payment of interest; and


 


(2)           the
principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other
Indebtedness.


 


“Indenture” means this Indenture, as amended, supplemented or
restated from time to time and shall include the form and terms of particular Series of
Notes established as contemplated hereunder.


 


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed.  If a payment
date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue on such payment for the intervening period.


 


“Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial
Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed
to constitute a Lien.


 


“Notes” means notes or other debt instruments of the Company
of any Series issued under this Indenture.


 


“Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, the
Assistant Secretary or any Vice-President of such Person.


 


“Officer’s Certificate” means a
certificate signed on behalf of the Company by an Officer of the Company that
meets the requirements of Section 11.05 hereof.


 


“Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Section 11.05 hereof.  The counsel may be an employee of or counsel
to the Company or any Subsidiary of the Company.


 


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


 


“Responsible Officer,” when used with
respect to the Trustee, means any officer within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.


 


“SEC” means the
Securities and Exchange Commission.


 


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


 


4

















 


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


 


“Stated
Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary” means, with
respect to any specified Person:


 


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


 


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


 


“TIA” means the
Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


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


 


“Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is
at the time entitled to vote in the election of the Board of Directors of such
Person.


 


Section 1.02           Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Authentication
  Order”

  	
   

  	
  2.03

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Paying
  Agent”

  	
   

  	
  2.04

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  
	
  “Registrar”

  	
   

  	
  2.04

  



 


Section 1.03           Incorporation by Reference of Trust
Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.


 


5














 


The following TIA terms used in this Indenture have
the following meanings:


 


“indenture securities” means the Notes;


 


“indenture security Holder” means a Holder of a Note;


 


“indenture to be qualified” means this Indenture;


 


“indenture trustee” or “institutional trustee”
means the Trustee; and


 


“obligor” on the indenture securities means the Company, and
any successor obligor upon the Notes .


 


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA have the meanings so assigned to them.


 


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;


 


(3)           “or” is not
exclusive;


 


(4)           words in the
singular include the plural, and in the plural include the singular;


 


(5)           “will” shall be
interpreted to express a command;


 


(6)           provisions apply to
successive events and transactions; and


 


(7)           references to
sections of or rules under the Securities Act will be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC
from time to time.


 


ARTICLE 2

THE NOTES


 


Section 2.01           Issuable
in Series.


 


The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited.  The Notes may be issued in one or more
Series. All Notes of a Series shall be identical except as may be set
forth in a Board Resolution, a supplemental indenture or an Officer’s
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Notes of a Series to
be issued from time to time, the Board Resolution, Officer’s Certificate or
supplemental indenture detailing the adoption of the terms thereof pursuant to
authority granted under a Board Resolution 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.  Notes may differ between Series in
respect of any matters, provided that
all Series of Notes shall be equally and ratably entitled to the benefits
of the Indenture.


 


6

















 


Section 2.02           Establishment of Terms of Series of Notes.


 


At or prior to the issuance of any Notes within a
Series, the following shall be established (as to the Series generally, in
the case of Subsection 2.02(a) and either as to such Notes within the Series or
as to the Series generally in the case of Subsections 2.02(b) through
2.02(r)) by or pursuant to a Board Resolution, and set forth or determined in
the manner provided in a Board Resolution, supplemental indenture or an Officer’s
Certificate pursuant to authority granted under a Board Resolution:


 


(a)           the title of the Series (which
shall distinguish the Notes of that particular Series from the Notes of
any other Series);


 


(b)           the price or prices
(expressed as a percentage of the principal amount thereof) at which the Notes
of the Series will be issued;


 


(c)           any limit upon the
aggregate principal amount of the Notes of the Series which may be
authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes of the Series pursuant to Section 2.07,
2.08, 2.11, 3.06 or 9.05);


 


(d)           the date or dates
on which the principal of the Notes of the Series is payable;


 


(e)           the rate or rates
(which may be fixed or variable) per annum or, if applicable, the method used
to determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the Notes of
the Series shall bear interest, if any, the date or dates from which such
interest, if any, shall accrue, the date or dates on which such interest, if
any, shall commence and be payable and any regular record date for the interest
payable on any interest payment date;


 


(f)            the place or places
where the principal of, premium and interest, if any, on the Notes of the Series shall
be payable, where the Notes of such Series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes of such Series and this Indenture may
be served, and the method of such payment, if by wire transfer, mail or other
means;


 


(g)           if applicable, the
period or periods within which, the price or prices at which and the terms and
conditions upon which the Notes of the Series may be redeemed, in whole or
in part, at the option of the Company;


 


(h)           the obligation, if
any, of the Company to redeem or purchase the Notes of the Series pursuant
to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which
and the terms and conditions upon which Notes of the Series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(i)            the dates, if any,
on which and the price or prices at which the Notes of the Series will be
repurchased by the Company at the option of the Holders thereof and other
detailed terms and provisions of such repurchase obligations;


 


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


 


7

















 


(k)           the forms of the
Notes of the Series in bearer or fully registered form (and, if in fully
registered form, whether the Notes will be issuable as Global Notes);


 


(l)            if other than the
principal amount thereof, the portion of the principal amount of the Notes of
the Series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.02;


 


(m)          the designation of
the currency, currencies or currency units in which payment of the principal
of, premium and interest, if any, on the Notes of the Series will be made
if other than U.S. dollars;


 


(n)           the provisions, if
any, relating to any security or guarantee provided for the Notes of the
Series, and any subordination in right of payment, if any, of the Notes of the
Series;


 


(o)           any addition to or
change in the Events of Default which applies to any Notes of the Series and
any change in the right of the Trustee or the requisite Holders of such Notes
to declare the principal amount thereof due and payable pursuant to Section 6.02;


 


(p)           any addition to or
change in the covenants set forth in Articles 4 or 5 which applies to Notes of
the Series;


 


(q)           any other terms of
the Notes of the Series (which may modify or delete any provision of this
Indenture insofar as it applies to such Series); and


 


(r)            any depositories,
interest rate calculation agents, exchange rate calculation agents or other
agents with respect to Notes of such Series if other than those appointed
herein.


 


All Notes 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 hereto or Officer’s Certificate referred to above, and
the authorized principal amount of any Series may not be increased to
provide for issuances of additional Notes of such Series, unless otherwise
provided in such Board Resolution, supplemental indenture or Officer’s
Certificate.


 


Section 2.03           Execution and Authentication.


 


One Officer shall sign the Notes for the Company by
manual or facsimile signature.  If an
Officer whose signature is on a Note no longer holds that office at the time
such Note is authenticated, such Note shall nevertheless be valid.


 


A Note shall not be valid until authenticated by the
manual signature of the Trustee.  The
signature shall be conclusive evidence that the Note, as applicable, has been
authenticated under this Indenture.


 


The Trustee shall, upon a written order of the Company
signed by one Officer (an “Authentication
Order”), authenticate Notes for original issue in accordance with
this Indenture.  The Notes shall be dated
their date of authentication.


 


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes 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 an Agent to deal with Holders or an
Affiliate of the Company.


 


8

















 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Notes of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Notes, and the Trustee in accordance with
the Company Order will authenticate and deliver such Notes.  In authenticating such Notes, and accepting
the additional responsibilities under this Indenture in relation to such Notes,
the Trustee shall receive, and (subject to Section 7.01) will be fully
protected in relying upon, an Opinion of Counsel stating:


 


(a)           that such form has
been established in conformity with the provisions of this Indenture;


 


(b)           that such terms
have been established in conformity with the provisions of this Indenture; and


 


(c)           that such Notes,
when authenticated and delivered by the Trustee and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and binding obligations of the Company enforceable in
accordance with their terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium, or other laws
relating to or affecting creditors’ rights and by general principles of equity.


 


Section 2.04           Registrar and Paying Agent.


 


The Company shall maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where
Notes may be presented for payment (“Paying
Agent”).  The Registrar shall
keep a register with respect to each Series of the Notes and of their
transfer and exchange.  The Company may
appoint one or more co-registrars and one or more additional paying
agents.  The term “Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any Paying
Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially appoints the Trustee to act as
the Registrar and Paying Agent and to act as Custodian with respect to the
Global Notes.


 


Section 2.05           Paying Agent to Hold Money in
Trust.


 


The Company 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 Notes, or the Trustee, all money
held by the Paying Agent for the payment of principal or interest on the Series of
Notes, and shall notify the Trustee of any default by the Company 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 Company 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 Company or a Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of Holders of any Series of Notes all money
held by it as Paying Agent.  Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.


 


9

















 


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 Notes and shall otherwise comply
with TIA Section 312(a).  If the
Trustee is not the Registrar, the Company shall furnish to the Trustee, at
least seven Business 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 Notes and the Company shall otherwise comply
with TIA Section 312(a).


 


Section 2.07           Transfer and Exchange.


 


Where Notes 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 Notes 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 Notes
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 Company 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 Company nor the Registrar shall be
required (a) to issue, register the transfer of, or exchange Notes of any Series for
the period beginning at the opening of business fifteen days immediately
preceding the mailing of a notice of redemption of Notes 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 Notes of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Notes selected, called or being called for redemption in part.


 


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


 


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


 


Section 2.08           Replacement Notes.


 


If any mutilated Note is surrendered to the Trustee,
or if the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order together with such indemnity or
security sufficient in the judgment of the Trustee and the Company to protect
the Company, the Trustee, any Agent and any authenticating agent from any loss
that any of them may suffer if a Note is replaced, shall authenticate a
replacement Note of the same Series if the Trustee’s requirements are met.
The Company may charge for its expenses in replacing a Note.


 


10

















 


Every replacement Note of any Series is an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes of
that Series duly issued hereunder.


 


Section 2.09           Outstanding Notes.


 


The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding.  Except as set forth in Section 2.10
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.


 


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


 


If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue.


 


If the Paying Agent (other than the Company, a
Subsidiary or an Affiliate of any thereof) holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date, then on and
after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest.


 


Section 2.10           Treasury Notes.


 


In determining whether the Holders of the required
principal amount of Notes of a Series have concurred in any direction,
waiver or consent, Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes of a Series that
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.


 


Section 2.11           Temporary Notes.


 


Until certificates representing Notes are ready for
delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.


 


Holders of temporary Notes shall be entitled to all of
the benefits of this Indenture.


 


Section 2.12           Cancellation.


 


The Company at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall return such canceled Notes to the Company.  The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.


 


11

















 


Section 2.13          Defaulted Interest.


 


If the Company defaults in a payment of interest on a Series of
Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders of the Series on
a subsequent special record date, in each case at the rate provided in the
Notes and in Section 4.01 hereof. 
The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the
proposed payment.  The Company shall fix
or cause to be fixed each such special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest.  At least 15 days before the
special record date, the Company (or, upon the written request of the Company,
the Trustee in the name and at the expense of the Company) shall mail or cause
to be mailed to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.


 


Section 2.14          Global Notes.


 


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


 


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


 


Except as provided in this Section 2.14(b), a
Global Note may not be transferred except as a whole by the Depositary with
respect to such Global Note 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 Note issued hereunder shall bear a
legend in substantially the following form:


 


“This Note is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. 
This Note is exchangeable for Notes registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such a successor
Depositary.”


 


12

















 


(d)           Acts of Holders.  The Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the 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 Note shall be
made to the Holder thereof.  Prior to due
presentment of a Note for registration of transfer, the Company, the Trustee,
and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 2.13)
any interest on such Security and for all other purposes whatsoever, whether or
not such Security shall be overdue, and neither the Company, the Trustees nor
any agent of the Company or the Trustee will be affected by notice to the contrary.


 


(f)            Consents,
Declaration and Directions. 
Except as provided in Section 2.14(e), the Company, the Trustee and
any Agent shall treat a person as the Holder of such principal amount of
outstanding Notes of such Series represented by a Global Note as shall be
specified in a written statement of the Depositary with respect to such Global
Note, 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 Number.


 


The Company in issuing the Notes 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 Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers.  The Company
shall promptly notify the Trustee of any change in the CUSIP numbers.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01           Notice to Trustee.


 


The Company may, with respect to any Series of
Notes, reserve the right to redeem and pay the Series of Notes or may
covenant to redeem and pay the Series of Notes or any part thereof prior
to the Stated Maturity thereof at such time and on such terms as provided for
in such Notes.  If a Series of Notes
is redeemable and the Company wants or is obligated to redeem prior to the
Stated Maturity thereof all or part of the Series of Notes pursuant to the
terms of such Notes, it shall notify the Trustee of the redemption date and the
principal amount of Series of Notes to be redeemed.  The Company shall give the notice at least 45
days but not more than 60 days before the redemption date (or such shorter
notice as may be acceptable to the Trustee).


 


Section 3.02           Selection of Notes to Be Redeemed.


 


If less than all of the Notes of a Series are to
be redeemed or purchased in an offer to purchase at any time, the Trustee shall
select the Notes of a Series to be redeemed or purchased among the Holders
of the Notes (a) in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, (b) if
the Notes are not so listed, on a pro rata basis,
by lot or in accordance with any other method the Trustee considers fair and
appropriate.  In the event of partial
redemption or purchase by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein,


 


13

















 


not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption or purchase.  The Trustee may select for redemption or
repurchase portions of the principal of Notes of the Series that have
denominations larger than $1,000.


 


The Trustee shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be
redeemed.  Notes of a Series and
portions of them selected shall be in amounts of $1,000 or whole multiples of
$1,000, or with respect to Notes of any Series issuable in other
denominations pursuant to Section 2.02(j), the minimum principal
denomination for each Series and integral multiples thereof.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes of a Series called for
redemption or repurchase also apply to portions of Notes of a Series called
for redemption or repurchase.


 


Section 3.03           Notice of Redemption.


 


Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officer’s Certificate,
at least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.


 


The notice shall identify the Notes of the Series to
be redeemed and shall state:


 


(1)           the redemption
date;


 


(2)           the redemption
price;


 


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


 


(4)           that Notes of the Series called
for redemption must be surrendered to the Paying Agent to collect the
redemption price;


 


(5)           that interest on
Notes of the Series called for redemption ceases to accrue on and after
the redemption date;


 


(6)           the CUSIP number, if
any; and


 


(7)           any other
information as may be required by the terms of the particular Series of
the Notes or the Notes of a Series being redeemed.


 


At the Company’s request, and upon receipt of an
Officer’s Certificate complying with Section 11.04 hereof, the Trustee
shall give the notice of redemption in the Company’s name and at its expense.


 


Section 3.04           Effect of Notice of Redemption.


 


Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due
and payable on the redemption date at the redemption price.  A notice of redemption may not be
conditional.


 


Section 3.05           Deposit of Redemption Price.


 


One Business Day prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date.  The Trustee or
the Paying Agent shall promptly return to the Company any


 


14

















 


money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary
to pay the redemption price of, and accrued interest on, all Notes to be
redeemed.


 


If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption.  If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any accrued
and unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date.  If any Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the Company
to comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06           Notes Redeemed in Part.


 


Upon surrender of a Note that is redeemed in part, the
Company shall issue and, upon the Company’s written request, the Trustee shall
authenticate for the Holder, at the expense of the Company, a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.


 


No Notes of $1,000 or less can be redeemed in part.


 


ARTICLE 4

COVENANTS


 


Section 4.01           Payment of Principal and Interest.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Notes that it will pay or cause to be paid
the principal of, premium, if any, and interest on the Notes on the dates and
in the manner provided in such Notes. 
Principal, premium, if any, and interest on any Series of Notes
will be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.


 


Section 4.02           Maintenance of Office or Agency.


 


The Company covenants and agrees for the benefit of
the Holders of each Series of Notes that it will maintain in the Borough
of Manhattan, the City of New York, an office or agency (which may be an office
of the Trustee for such Notes or an affiliate of the Trustee, Registrar for
such Notes or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company
in respect of such Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee for such Notes of the location, and any change in the location,
of such office or agency.  If at any time
the Company fails to maintain any such required office or agency or fails to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.


 


The Company may also from time to time designate one
or more other offices or agencies where a Series of Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however,
that no such designation or rescission will in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. 
The Company will give prompt written notice to the Trustee for


 


15














 


such Series of Notes
of any such designation or rescission and of any change in the location of any
such other office or agency.


 


With respect to each Series of Notes, the Company
hereby designates the Trustee through its affiliate, The Bank of New York at
101 Barclay Street, 8W, New York, New York 10286, Attn: Corporate Trust
Administrator as one such office or agency of the Company in accordance with Section 2.04.


 


Section 4.03           Reports.


 


The Company will at all times comply with TIA
§ 314(a).  Delivery of such reports,
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 Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates).


 


Section 4.04           Compliance Certificate.


 


(a)           The Company and
each guarantor of any Series of Notes (to the extent that such guarantor
is so required under the TIA) shall deliver to the Trustee with respect to such
Series, within 90 days after the end of each fiscal year, an Officer’s
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event
of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


 


(b)           The Company shall,
so long as any of Series of Notes are outstanding, deliver to the Trustee
with respect to such Series, as soon as possible, but in no event later than
five days after any Officer becoming aware of any Default or Event of Default,
an Officer’s Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.


 


Section 4.05           Taxes.


 


The Company will pay, and will cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.


 


Section 4.06           Stay, Extension and Usury Laws.


 


The Company covenants (to the extent that it may
lawfully do so) that it will not, and each guarantor of such Notes will not, at
any time insist upon, plead, or in any manner whatsoever claim or


 


16

















 


take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Company and each of such guarantors (to the extent that
it may lawfully do so), as applicable, hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee for such Notes, but will suffer and permit the execution of every
such power as though no such law has been enacted.


 


Section 4.07           Corporate Existence.


 


Subject to Articles 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect:


 


(a)           its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as
the same may be amended from time to time) of the Company or any such
Subsidiary; and


 


(b)           the rights (charter
and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if an Officer shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01           Merger, Consolidation, or Sale of Assets.


 


The Company shall not, directly or indirectly: (a) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation); or (b) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Subsidiaries taken as a whole, in one or more related transactions, to
another Person, unless:


 


(1)           either:


 


(A)          the Company
is the surviving corporation; or


 


(B)           the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition has
been made is a corporation, limited liability company, partnership, trust or
other entity organized or existing under the laws of the United States, any
state of the United States or the District of Columbia;


 


(2)           the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition has been made assumes all the obligations of the Company
under the Notes and this Indenture pursuant to agreements reasonably
satisfactory to the Trustee;


 


(3)           immediately
after such transaction and treating the Company’s obligations in connection
with or as a result of such transaction as having been incurred as of the time
of such transaction, no Default or Event of Default shall have occurred and be
continuing; and


 


17

















 


(4)           the Company
or the surviving entity shall have delivered to the Trustee an Officer’s
Certificate stating that such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture complies with the applicable provisions of this Indenture and that
all conditions precedent in this Indenture relating to such transaction have
been satisfied.


 


In addition, the Company will not, directly or
indirectly, lease all or substantially all of its properties or assets, in one
or more related transactions, to any other Person.  This Section 5.01 will not apply to:


 


(14)         a merger of the Company with an Affiliate
solely for the purpose of reincorporating the Company in another jurisdiction;
or


 


(15)         any consolidation or merger, or any sale,
assignment, transfer, conveyance, lease or other disposition of assets between
or among the Company and its Subsidiaries.


 


Section 5.02           Successor Corporation Substituted.


 


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the properties or assets of the Company in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof, the successor Person formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of
this Indenture referring to the “Company” shall refer instead to the successor Person
and not to the Company), and may exercise every right and power of the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein; provided, however,
that the predecessor Company shall not be relieved from the obligation to pay
the principal of and interest on any Series of Notes except in the case of
a sale of all of the Company’s assets in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01           Events of Default.


 


“Event of Default,” wherever used herein with respect
to Notes of any Series, means any one of the following events, unless in the
establishing Board Resolution, supplemental indenture or Officer’s Certificate,
it is provided that such Series shall not have the benefit of said Event
of Default:


 


(a)           default in the
payment of any interest on any Note of that Series when it becomes due and
payable, and continuance of such default for a period of 30 days; or


 


(b)           default in payment
when due of the principal of, or premium, if any, on any Note of that Series;
or


 


(c)           default in the
performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty that has been included in this
Indenture solely for the benefit of Series of Notes other than that
Series), which default continues uncured for a period of 30 days after written
notice given by the Trustees for such Notes or Holders of such Notes, or the
Company and the


 


18

















 


Trustee receive written notice from
Holders of not less than a majority in aggregate principal amount of such Notes
outstanding; or


 


(d)           the Company:


 


(A)          commences a
voluntary case in bankruptcy,


 


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


 


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


 


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


 


(E)           generally is
not paying its debts as they become due;


 


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


 


(A)          is for
relief against the Company;


 


(B)           appoints a
custodian of the Company or for all or substantially all of the property of the
Company; or


 


(C)           orders the
liquidation of the Company;


 


and the order or decree remains unstayed and in effect
for 90 consecutive days; or


 


(f)            any other Event of
Default provided with respect to Notes of that Series, which is specified in a
Board Resolution, a supplemental indenture hereto or an Officer’s Certificate,
in accordance with Section 2.02.


 


Section 6.02           Acceleration.


 


If an Event of Default with respect to Notes of any Series at
the time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.01(d) or (e)) then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
outstanding Notes of that Series may declare the principal amount (or, if
any Notes of that Series are Discount Notes, such portion of the principal
amount as may be specified in the terms of such Notes) of and accrued and
unpaid interest, if any, on all of the Notes of that Series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) and accrued and unpaid interest, if any, shall become
immediately due and payable.  If an Event
of Default specified in Section 6.01(d) or (e) shall occur, the
principal amount (or specified amount) of and accrued and unpaid interest, if
any, on all outstanding Notes 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.


 


At any time after such a declaration of acceleration
with respect to any Series has been made, the Holders of a majority in
principal amount of the outstanding Notes of that Series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if the rescission 


 


19

















 


would not conflict with
any judgment or decree and if all existing Events of Default (except nonpayment
of principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived and all sums paid or advanced by the
Trustee hereunder and the reasonable compensation expenses and disbursements of
the Trustee and its agent and counsel have been paid.


 


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


 


Section 6.03           Other Remedies.


 


If an Event of Default with respect to Notes of any Series at
the time outstanding occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on such Notes or to enforce the performance of any provision of such
Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it does
not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


 


Section 6.04           Waiver of Past Defaults.


 


The Holders of a majority in aggregate principal
amount of the Notes of any Series then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of premium or interest
on, or the principal of, the Notes (including in connection with an offer to
purchase); provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes of any Series may
rescind an acceleration of such Notes and its consequences, including any
related payment default that resulted from such acceleration.  Upon any such waiver, such Default or Event
of Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.


 


Section 6.05           Control by Majority.


 


Holders of a majority in aggregate principal amount of
the then outstanding Notes of any Series may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it, subject to Section 7.02(f).  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.


 


Section 6.06           Limitation on Suits.


 


A Holder of any Series of Notes may pursue a
remedy with respect to this Indenture or the Notes only if:


 


(a)           the Holder of a
Note gives to the Trustee written notice of a continuing Event of Default;


 


20

















 


(b)           the Holders of at
least 25% in principal amount of the then outstanding Notes of such Series make
a written request to the Trustee to pursue the remedy;


 


(c)           such Holder of a
Note or Holders of Notes offer and, if requested, provide to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d)           the Trustee does
not comply with the request within 60 days after receipt of the request and the
offer and, if requested, the provision of indemnity; and


 


(e)           during such 60-day
period the Holders of a majority in principal amount of the then outstanding
Notes do not give the Trustee a direction inconsistent with the request.


 


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


 


Section 6.07           Rights of Holders of Notes to Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Note to receive payment of principal, premium, if
any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
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(a) or
(b) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09           Trustee May File Proofs of Claim.


 


The Trustee for each Series of Notes is
authorized to 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 (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or


 


21

















 


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


 


Section 6.10           Priorities.


 


If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:


 


First:      to the Trustee, its agents and attorneys
for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;


 


Second:  to Holders of Notes for amounts due and
unpaid on the Notes for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium, if any and interest, respectively;
and


 


Third:     to the Company or to such party as a
court of competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment date for
any payment to Holders of Notes pursuant to this Section 6.10.


 


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 a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable 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 of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes of any Series.


 


Section 6.12.          Unconditional Right of Holders to Receive
Principal, Premium, and Interest.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Note will have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 2.13) interest on such Note on the respective stated
maturities expressed in such Note (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights may not be impaired without the consent of such Holder.


 


Section 6.13.          Restoration of Rights and Remedies.


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the
Trustee, and the Holders will be restored severally 


 


22

















 


and respectively to their
former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders will continue as though no such proceeding had been
instituted.


 


ARTICLE 7

TRUSTEE


 


Section 7.01           Duties of Trustee.


 


(a)           If an Event of
Default has occurred and is continuing, the Trustee will exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, 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:


 


(1)           the duties
of the Trustee will be determined solely by the express provisions of this
Indenture and the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(2)           in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However,
the Trustee will 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
thereon).


 


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


 


(1)           this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


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


 


(3)           the Trustee
will 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
hereof; and


 


(4)           no provision
of this Indenture will require the Trustee to expend or risk its own funds or
incur any liability.  The Trustee will be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability
or expense.


 


(d)           Whether or not
therein expressly so provided, every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


 


(e)           The Trustee will
not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


23

















 


Section 7.02           Rights of Trustee.


 


(a)           The Trustee may
conclusively rely upon 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 Officer’s Certificate or an
Opinion of Counsel or both.  The Trustee
will not be liable for any action it takes or omits to take in good faith in
reliance on such Officer’s Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


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


 


(d)           The Trustee will
not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by
this Indenture.


 


(e)           Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company will be sufficient if signed by an Officer of the
Company.


 


(f)            The Trustee will 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 unless such
Holders have offered to the Trustee reasonable indemnity or security against
the losses, liabilities and expenses that might be incurred by it in compliance
with such request or direction.


 


(g)           In no event shall
the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software
and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


 


(h)           In no event shall
the Trustee be responsible or liable for special, indirect, or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(i)            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 each agent, custodian and other Person employed to act hereunder.


 


Section 7.03           Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if
it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
(if this 


 


24

















 


Indenture has been
qualified under the TIA) or resign.  Any
Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and
7.11 hereof.


 


Section 7.04           Trustee’s Disclaimer and Acceptance of Facsimile
Instructions.


 


The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for the Company’s use of the proceeds from the
Notes or any money paid to the Company or upon the Company’s direction under
any provision of this Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.


 


The Trustee agrees to accept and act upon instructions
it receives by facsimile pursuant to this Indenture, provided that promptly
following delivery of such facsimile instructions, the originally executed
instructions shall be delivered to the Trustee, and such originally executed
instructions shall be signed by an authorized person.


 


Section 7.05           Notice of Defaults.


 


If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest
on, any Note, the Trustee may withhold the notice from Holders of the Notes if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.06           Reports by Trustee to Holders of the Notes.


 


(a)           Within 60 days
after January 1 beginning with the January 1 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee will
mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA § 313(a) (but if no event described in TIA
§ 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). 
The Trustee also will comply with TIA § 313(b)(2).  The Trustee will also transmit by mail all
reports as required by TIA § 313(c).


 


(b)           A copy of each
report at the time of its mailing to the Holders of Notes will be mailed by the
Trustee to the Company and filed by the Trustee with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company will promptly notify the Trustee
when the Notes are listed on any stock exchange or delisted therefrom.


 


Section 7.07           Compensation and Indemnity.


 


(a)           The Company will
pay to the Trustee from time to time such compensation for its acceptance of this
Indenture and services hereunder as the Trustee and the Company may agree.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


25














 


(b)           The Company will
indemnify the Trustee against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith.  The Trustee will notify the
Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company will not relieve the Company of its obligations hereunder.  The Company will defend the claim and the
Trustee will cooperate in the defense. 
The Trustee may have separate counsel and the Company will pay the
reasonable fees and expenses of such counsel. 
The Company need not pay for any settlement made without its consent,
which consent will not be unreasonably withheld.


 


(c)           The obligations of
the Company under this Section 7.07 will survive the satisfaction and
discharge of this Indenture.


 


(d)           To secure the
Company’s payment obligations in this Section 7.07, the Trustee will have
a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Notes.  Such Lien will survive the
satisfaction and discharge of this Indenture.


 


(e)           When the Trustee
incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or
(e) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.


 


(f)            The Trustee will
comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


Section 7.08           Replacement of Trustee.


 


(a)           A resignation or
removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08.


 


(b)           The Trustee may
resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company.  The Holders
of a majority in aggregate principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


 


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


 


(2)           the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;


 


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


 


(4)           the Trustee becomes
incapable of acting.


 


(c)           If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company will promptly appoint a successor Trustee.  Within one year after the successor 


 


26

















 


Trustee
takes office, the Holders of a majority in aggregate principal amount of the
then outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


(d)           If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least
10% in aggregate principal amount of the then outstanding Notes may petition
any court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Trustee.


 


(e)           If the Trustee,
after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


(f)            A successor Trustee
will deliver a written acceptance of its appointment to the retiring Trustee
and to the Company.  Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture.  The successor
Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer
all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07
hereof will continue for the benefit of the retiring Trustee.


 


Section 7.09           Successor Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act will be
the successor Trustee.


 


Section 7.10           Eligibility; Disqualification.


 


There will at all times be a Trustee hereunder that is
a corporation organized and doing business under the laws of the United States
of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $100.0 million as set forth in its most recent published annual report of
condition.


 


This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).


 


Section 7.11           Preferential Collection of Claims Against Company.


 


The Trustee is subject to TIA § 311(a), excluding
any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein.


 


27

















 


ARTICLE 8


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01           Option to Effect Legal Defeasance or Covenant
Defeasance.


 


The Company may at any time, at the option of its
Board of Directors evidenced by a resolution set forth in an Officer’s
Certificate, elect to have either Section 8.02 or 8.03 hereof be applied
to all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.


 


Section 8.02           Legal Defeasance and Discharge.


 


Upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.02, the Company will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes of such Series (including the related guarantees, if
any) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). 
For this purpose, Legal Defeasance means that the Company will be deemed
to have paid and discharged the entire Indebtedness represented by the
outstanding Notes of such Series (including the related guarantees, if
any), which will 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 clauses (a) and (b) below, and to have satisfied all their
other obligations under such Notes, such guarantees, if any, and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder:


 


(a)           the rights of
Holders of outstanding Notes to receive payments in respect of the principal
of, or interest or premium, if any, on, such Notes when such payments are due
from the trust referred to in Section 8.04 hereof;


 


(b)           the Company’s
obligations with respect to such Notes under Article 2 and Section 4.02
hereof;


 


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


 


(d)           this Article 8.


 


Subject to compliance with this Article 8, the
Company 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 Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Company and each
of the guarantors, if any, will subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from their obligations under
the covenants contained in Section 4.03 with respect to the outstanding
Notes of the applicable Series on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes 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 Notes shall not
be deemed outstanding for accounting purposes). 
For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes of such Series, the Company may omit to comply with and shall
have no 


 


28

















 


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 under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.  In
addition, upon the Company’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Section 6.01(c) hereof
shall not constitute an Event of Default.


 


Section 8.04           Conditions to Legal or Covenant Defeasance.


 


In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(a)           the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders,
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 investment bank, appraisal firm, or firm of independent public
accountants, to pay the principal of, premium, if any, and interest on, the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to such stated date for payment or to a particular
redemption date;


 


(b)           in the case of an
election under Section 8.02 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that:


 


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


 


(2)           since the date of
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
Notes 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 times as would have
been the case if such Legal Defeasance had not occurred;


 


(c)           in the case of an
election under Section 8.03 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Notes 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;


 


(d)           no Default or Event
of Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company is a party or by which the Company is bound;


 


(e)           such Legal
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than
this Indenture) to which 


 


29

















 


the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;


 


(f)            the Company must
deliver to the Trustee an Officer’s Certificate stating that the deposit was
not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and


 


(g)           the Company must
deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent 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 the outstanding Notes of any
Series will be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes 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 Company will 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 Notes of the applicable Series.


 


Notwithstanding anything in this Article 8 to the
contrary, the Trustee will deliver or pay to the Company from time to time upon
the request of the Company 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 firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the
opinion delivered under Section 8.04(a) 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 Company.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of, premium, if any, or interest on, any Series of Notes and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in 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 will 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 Company.


 


30

















 


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 hereof, 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 Company’s and any applicable guarantors’ obligations
under this Indenture and the applicable Notes and the guarantees will 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
Company makes any payment of principal of, premium, if any, or interest on, any
Note following the reinstatement of its obligations, the Company will be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.


 


ARTICLE 9


AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without Consent of Holders of Notes.


 


Notwithstanding Section 9.02 of this Indenture,
the Company and the Trustee may amend or supplement this Indenture or the Notes
of one or more Series without the consent of any Holder of Note:


 


(1)           to cure any
ambiguity, defect or inconsistency;


 


(2)           to provide for
uncertificated Notes in addition to or in place of certificated Notes;


 


(3)           to provide for the
assumption of the Company’s obligations to the Holders of the Notes by a
successor to the Company pursuant to Article 5 hereof;


 


(4)           to make any change
that would provide any additional rights or benefits to the Holders of Notes or
that does not adversely affect the legal rights hereunder of any Holder;


 


(5)           to comply with
requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA;


 


(6)           to provide for the
issuance of and establish the form and terms and conditions of Notes of any Series as
permitted by this Indenture; or


 


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


 


Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee will join with the
Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


 


31

















 


Section 9.02           With Consent of Holders of Notes.


 


The Company and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Notes of each Series affected
by such supplemental indenture (including consents obtained in connection with
a tender offer or exchange offer for the Notes of such Series), for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of Notes of each such Series.  Except as otherwise provided herein, the
Holders of at least a majority in aggregate principal amount of the outstanding
Notes of each Series by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Notes of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Notes with respect to such Series.


 


It shall not be necessary for the consent of the
Holders of Notes under this Section 9.02 to approve the particular form of
any proposed supplemental indenture or waiver, but it shall be sufficient if
such consent approves the substance thereof. 
Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.


 


After a supplemental indenture or waiver under this
section becomes effective, the Company shall mail to the Holders of Notes
affected thereby a notice briefly describing the supplemental indenture or
waiver.  Any failure by the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.  However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not, with
respect to any Notes held by a non-consenting Holder:


 


(a)           reduce the
principal of or change the fixed maturity of any Note or alter or waive any of
the provisions with respect to the redemption or repurchase of the Notes;


 


(b)           reduce the rate (or
alter the method of computation) of or extend the time for payment of interest,
including default interest, on any Note;


 


(c)           waive a Default or
Event of Default in the payment of principal of or premium, if any, or interest
on the Notes, except a rescission of acceleration of the Notes by the Holders
of at least a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such acceleration;


 


(d)           make the principal
of or premium, if any or interest on any Note payable in currency other than
that stated in the Notes;


 


(e)           make any change in
the provisions of this Indenture relating to waivers of past Defaults or the
rights of Holders of the Notes to receive payments of principal of or premium,
interest, if any, on the Notes and to institute suit for the enforcement of any
such payments;


 


(f)            make any change in
the foregoing amendment and waiver provisions; or


 


32

















 


(g)           reduce the percentage in
principal amount of any Notes, the consent of the Holders of which is required
for any of the foregoing modifications or otherwise necessary to modify or
amend the Indenture or to waive any past Defaults.


 


Section 9.03           Compliance with Trust Indenture Act.


 


Every amendment to this Indenture or the Notes of one
or more Series will be set forth in a supplemental indenture hereto that
complies with the TIA as then in effect.


 


Section 9.04           Revocation and Effect of Consents.


 


Until an amendment or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder’s Note, even if notation of the consent
is not made on any Note.  However, any
such Holder of a Note or subsequent Holder of a Note may revoke the consent as
to its Note if the Trustee receives written notice of revocation before the
date the amendment or waiver becomes effective. 
An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Holder.


 


Section 9.05           Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation about an
amendment or waiver on any Note of any Series thereafter
authenticated.  The Company in exchange
for Notes of that Series may issue and the Trustee shall authenticate upon
request new Notes of that Series that reflect the amendment or waiver.


 


Failure to make the appropriate notation or issue a
new Note will not affect the validity and effect of such amendment or waiver.


 


Section 9.06           Trustee to Sign Amendments, etc.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights.


 


ARTICLE 10


SATISFACTION AND DISCHARGE


 


Section 10.01         Satisfaction and Discharge.


 


This Indenture will be discharged and will cease to be
of further effect as to a Series of 
Notes issued hereunder, when:


 


(a)           either:


 


(1)           all such Notes that
have been authenticated, except lost, stolen or destroyed Notes that have been
replaced or paid and Notes for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company, have been delivered to
the Trustee for cancellation; or


 


33

















 


(2)           all such Notes that
have not been delivered to the Trustee for cancellation have become due and
payable by reason of the mailing of a notice of redemption or otherwise or will
become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders of such Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient, without consideration of any reinvestment of interest, to
pay and discharge the entire Indebtedness on the Notes not delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest
to the date of maturity or redemption;


 


(b)           no Default or Event
of Default has occurred and is continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company or any guarantor, as applicable, is a party or by which the Company or
any guarantor, as applicable, is bound;


 


(c)           the Company or any
guarantor of such Notes has paid or caused to be paid all sums payable by it
under this Indenture; and


 


(d)           the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply
the deposited money toward the payment of the Notes at maturity or on the
redemption date, as the case may be.


 


In addition, the Company must deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding the satisfaction and discharge of this
Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of
clause (a) of this Section 10.01, the provisions of Sections 10.02
and 8.06 hereof will survive.  In
addition, nothing in this Section 10.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.


 


Section 10.02         Application of Trust Money.


 


Subject to the provisions of Section 8.06 hereof,
all money deposited with the Trustee pursuant to Section 10.01 hereof
shall be held in trust and applied by it, in accordance with the provisions of
the Notes with respect to which such deposit was made and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable to apply any
money or Government Securities in accordance with Section 10.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any applicable guarantor’s obligations
under this Indenture and the applicable Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 10.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on, any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


34














 


ARTICLE 11


MISCELLANEOUS


 


Section 11.01       Trust Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by TIA §318(c), the imposed duties will
control.


 


Section 11.02         Notices.


 


Any notice or communication by the Company or the
Trustee to the others is duly given if in writing and delivered in Person or by
first class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others’ address:


 


If to
the Company:


 


National
Semiconductor Corporation


3689
Kifer Road


P.O. Box
58090


Mail
Stop G3-135


Santa
Clara, California  95052-8090


Facsimile
No.:  (408) 733-0293


Attention:  General Counsel


 


With a
copy to:


 


Latham &
Watkins LLP


140
Scott Drive


Menlo
Park, CA  94025


Facsimile
No.:  (650) 463-2600


Attention:
Barry A. Bryer, Esq. and Steven B. Stokdyk, Esq.


 


If to
the Trustee:


The
Bank of New York Trust Company, N.A.


700
South Flower Street


Suite 500


Los
Angeles, California 90017


Facsimile
No.:  (213) 630-6248 


Attention:  Corporate Trust Administrator


 


The Company or the Trustee, by notice to the others,
may designate additional or different addresses for subsequent notices or
communications.


 


All notices and communications (other than those sent
to Holders) will be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.


 


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Any notice or communication to a Holder will be mailed
by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on
the register kept by the Registrar.  Any
notice or communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to
a Holder or any defect in it will not affect its sufficiency with respect to
other Holders.


 


If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If the Company mails a notice or communication to
Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


Section 11.03         Communication by Holders of Notes
with Other Holders of Notes.


 


Holders may communicate pursuant to TIA § 312(b) with
other Holders with respect to their rights under this Indenture or the
Notes.  The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.04         Certificate and Opinion as to
Conditions Precedent.


 


Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company shall furnish to
the Trustee:


 


(1)           an Officer’s
Certificate 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 satisfied; and


 


(2)           an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


 


Section 11.05         Statements Required in
Certificate or Opinion.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) must comply with the
provisions of TIA § 314(e) and must include:


 


(1)           a statement that
the Person 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 Person, he or she has made such examination or
investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and


 


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


 


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Section 11.06         Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for action
by or at a meeting of Holders.  The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section 11.07         Calculation of Foreign Currency
Amounts.


 


The calculation of the U.S. dollar equivalent amount
for any amount denominated in a foreign currency shall be the noon buying rate
in the City of New York as certified by the Federal Reserve Bank of New York on
the date on which such determination is required to be made or, if such day is
not a day on which such rate is published, the rate most recently published
prior to such day.


 


Section 11.08         No Personal Liability of Directors,
Officers, Employees and Stockholders.


 


No past, present or future director, officer,
employee, incorporator or stockholder of the Company, as such, will have any
liability for any obligations of the Company under the Notes, this Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes. 
The waiver may not be effective to waive liabilities under the federal
securities laws.


 


Section 11.09         Governing Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES 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 11.10         No Adverse Interpretation of
Other Agreements.


 


This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


 


Section 11.11         Successors.


 


All agreements of the Company in this Indenture and
the Notes will bind its successors.  All
agreements of the Trustee in this Indenture will bind its successors.


 


Section 11.12         Severability.


 


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


 


Section 11.13         Counterpart Originals.


 


The parties may sign any number of copies of this
Indenture.  Each signed copy will be an
original, but all of them together represent the same agreement.


 


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Section 11.14         Table of Contents, Headings, etc.


 


The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Indenture and will in no way modify or restrict any of the terms or provisions
hereof.


 


Section 11.15         Waiver of Jury Trial


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


 


[Signatures
on following page]


 


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SIGNATURES


 


Dated as of June 18, 2007


 


	
   

  	
  NATIONAL SEMICONDUCTOR
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lewis Chew

  
	
   

  	
  Name:

  	
  Lewis Chew

  
	
   

  	
  Title:

  	
  Vice President, Finance
  and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Teresa Petta

  
	
   

  	
  Name:

  	
  Teresa Petta

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature
Page to Base Indenture]