Exhibit 4.3





Exhibit 4.3




LIBERTY PROPERTY LIMITED PARTNERSHIP,




AS OBLIGOR




AND




U.S. BANK NATIONAL ASSOCIATION,




AS TRUSTEE




SENIOR INDENTURE




DATED
AS OF SEPTEMBER 22, 2010




 






Debt Securities




 







 












 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	6	 
	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	6	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	16	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	16	 
	SECTION 104. Acts of Holders
	 	 	17	 
	SECTION 105. Notices, etc., to Trustee and Company
	 	 	19	 
	SECTION 106. Notice to Holders; Waiver
	 	 	19	 
	SECTION 107. Effect of Headings and Table of Contents
	 	 	20	 
	SECTION 108. Successors and Assigns
	 	 	20	 
	SECTION 109. Separability Clause
	 	 	20	 
	SECTION 110. Benefits of Indenture
	 	 	20	 
	SECTION 111. Non-Recourse
	 	 	20	 
	SECTION 112. Governing Law
	 	 	21	 
	SECTION 113. Legal Holidays
	 	 	21	 
	 
	 	 	 	 
	ARTICLE Two SECURITIES FORMS
	 	 	21	 
	 
	 	 	 	 
	SECTION 201. Forms of Securities
	 	 	21	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	22	 
	SECTION 203. Securities Issuable in Global Form
	 	 	22	 
	 
	 	 	 	 
	ARTICLE Three THE SECURITIES
	 	 	23	 
	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	23	 
	SECTION 302. Denominations
	 	 	26	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	26	 
	SECTION 304. Temporary Securities
	 	 	28	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	31	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	34	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	35	 
	SECTION 308. Persons Deemed Owners
	 	 	37	 
	SECTION 309. Cancellation
	 	 	37	 
	SECTION 310. Computation of Interest
	 	 	38	 
	 
	 	 	 	 
	ARTICLE Four SATISFACTION AND DISCHARGE
	 	 	38	 
	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	38	 
	SECTION 402. Application of Trust Funds
	 	 	39	 
	 
	 	 	 	 
	ARTICLE Five REMEDIES
	 	 	39	 
	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	39	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	41	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	42	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	43	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	43	 






 


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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 506. Application of Money Collected
	 	 	44	 
	SECTION 507. Limitation on Suits
	 	 	44	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium or
Make-Whole Amount, if any, Interest and Additional Amounts
	 	 	45	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	45	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	45	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	45	 
	SECTION 512. Control by Holders of Securities
	 	 	45	 
	SECTION 513. Waiver of Past Defaults
	 	 	46	 
	SECTION 514. Waiver of Usury, Stay or Extension Laws
	 	 	46	 
	SECTION 515. Undertaking for Costs
	 	 	46	 
	 
	 	 	 	 
	ARTICLE Six THE TRUSTEE
	 	 	47	 
	 
	 	 	 	 
	SECTION 601. Notice of Defaults
	 	 	47	 
	SECTION 602. Certain Rights of Trustee
	 	 	47	 
	SECTION 603. Not Responsible for Recitals or Issuance of Securities
	 	 	48	 
	SECTION 604. May Hold Securities
	 	 	48	 
	SECTION 605. Money Held in Trust
	 	 	49	 
	SECTION 606. Compensation and Reimbursement
	 	 	49	 
	SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	49	 
	SECTION 608. Resignation and Removal; Appointment of Successor
	 	 	50	 
	SECTION 609. Acceptance of Appointment by Successor
	 	 	51	 
	SECTION 610. Merger, Conversion, Consolidation or Succession to Business
	 	 	52	 
	SECTION 611. Appointment of Authenticating Agent
	 	 	52	 
	 
	 	 	 	 
	ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	54	 
	 
	 	 	 	 
	SECTION 701. Disclosure of Names and Addresses of Holders
	 	 	54	 
	SECTION 702. SECTION 702
	 	 	54	 
	SECTION 703. Reports by Company
	 	 	54	 
	SECTION 704. The Company to Furnish Trustee Names and Addresses of Holders
	 	 	55	 
	 
	 	 	 	 
	ARTICLE Eight CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	 	 	55	 
	 
	 	 	 	 
	SECTION 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances
Permitted Subject to Certain Conditions
	 	 	55	 
	SECTION 802. Rights and Duties of Successor Entity
	 	 	56	 
	SECTION 803. Officers’ Certificate and Opinion of Counsel
	 	 	56	 






 


-ii-









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE Nine SUPPLEMENTAL INDENTURES
	 	 	57	 
	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	57	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	58	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	59	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	59	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	59	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	59	 
	SECTION 907. Notice of Supplemental Indentures
	 	 	59	 
	 
	 	 	 	 
	ARTICLE Ten COVENANTS
	 	 	60	 
	 
	 	 	 	 
	SECTION 1001.  Payment of Principal, Premium (if any), Make-Whole Amount (if any),
Interest and Additional Amounts
	 	 	60	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	60	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	61	 
	SECTION 1004. Intentionally Omitted
	 	 	63	 
	SECTION 1005. Existence
	 	 	63	 
	SECTION 1006. Maintenance of Properties
	 	 	63	 
	SECTION 1007. Insurance
	 	 	63	 
	SECTION 1008. Payment of Taxes and Other Claims
	 	 	63	 
	SECTION 1009. Provision of Financial Information
	 	 	64	 
	SECTION 1010. Statement as to Compliance
	 	 	64	 
	SECTION 1011. Additional Amounts
	 	 	64	 
	SECTION 1012. Waiver of Certain Covenants
	 	 	65	 
	 
	 	 	 	 
	ARTICLE Eleven REDEMPTION OF SECURITIES
	 	 	65	 
	 
	 	 	 	 
	SECTION 1101. Applicability of Article; Redemption to Maintain REIT Status
	 	 	65	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	65	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	66	 
	SECTION 1104. Notice of Redemption
	 	 	66	 
	SECTION 1105. Deposit of Redemption Price
	 	 	67	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	68	 
	SECTION 1107. Securities Redeemed in Part
	 	 	68	 
	 
	 	 	 	 
	ARTICLE Twelve SINKING FUNDS
	 	 	69	 
	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	69	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	69	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	69	 
	 
	 	 	 	 
	ARTICLE Thirteen REPAYMENT AT THE OPTION OF HOLDERS
	 	 	70	 
	 
	 	 	 	 
	SECTION 1301. Applicability of Article
	 	 	70	 
	SECTION 1302. Repayment of Securities
	 	 	70	 
	SECTION 1303. Exercise of Option
	 	 	70	 
	SECTION 1304. Securities Repaid in Part
	 	 	72	 






 


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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE Fourteen DEFEASANCE AND COVENANT DEFEASANCE
	 	 	72	 
	SECTION 1401. Applicability of Article; Company’s Option to Effect Defeasance or
Covenant Defeasance
	 	 	72	 
	SECTION 1402. Defeasance and Discharge
	 	 	72	 
	SECTION 1403. Covenant Defeasance
	 	 	73	 
	SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	 	 	73	 
	SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	75	 
	 
	 	 	 	 
	ARTICLE Fifteen MEETINGS OF HOLDERS OF SECURITIES
	 	 	76	 
	 
	 	 	 	 
	SECTION 1501. Purposes for Which Meetings May Be Called
	 	 	76	 
	SECTION 1502. Call, Notice and Place of Meetings
	 	 	76	 
	SECTION 1503. Persons Entitled to Vote at Meetings
	 	 	76	 
	SECTION 1504. Quorum; Action
	 	 	77	 
	SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	78	 
	SECTION 1506. Counting Votes and Recording Action of Meetings
	 	 	78	 
	SECTION 1507. Evidence of Action Taken by Holders
	 	 	79	 
	SECTION 1508. Proof of Execution of Instruments
	 	 	79	 






 


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Liberty Property Limited Partnership, as Obligor




Reconciliation and tie between Trust Indenture Act of 1939 (the “1939 Act”) and this
Indenture, dated as of September 22, 2010.



	 	 	 	 	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	 	Indenture Section
	 
	 
	(S) 310
	 	(a)	 	(1)	 	 	607	 	 	 
	 
	 	(a)	 	(2)	 	 	607	 	 	 
	 
	 	(b)	 	 	 	 	607, 608	 	 	 
	(S) 312
	 	(c)	 	 	 	 	701	 	 	 
	(S) 313
	 	(a)	 	 	 	 	70	 	 	 
	 
	 	(c)	 	 	 	 	702	 	 	 
	(S) 314
	 	(a)	 	 	 	 	703	 	 	 
	 
	 	(a)	 	(4)	 	 	1011	 	 	 
	 
	 	(c)	 	(1)	 	 	102	 	 	 
	 
	 	(c)	 	(2)	 	 	102	 	 	 
	 
	 	(e)	 	 	 	 	102	 	 	 
	(S) 315
	 	(b)	 	 	 	 	601	 	 	 
	(S) 316
	 	(a)	 	(last sentence)	 	 	101	 	 	(“Outstanding”)
	 
	 	(a)	 	(1)(A)	 	 	502, 512	 	 	 
	 
	 	(a)	 	(1)(B)	 	 	513	 	 	 
	 
	 	(b)	 	 	 	 	508	 	 	 
	(S) 317
	 	(a)	 	(1)	 	 	503	 	 	 
	 
	 	(a)	 	(2)	 	 	504	 	 	 
	S) 318
	 	(a)	 	 	 	 	111	 	 	 
	 
	 	(c)	 	 	 	 	111	 	 	 





 





	 	 	 
	NOTE: 	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of this
Indenture.
	 
	 	 	Attention should also be directed to Section 318 (c) of the 1939 Act, which provides that
the provisions of Sections 310 to and including 317 of the 1939 Act are a part of and
govern every qualified indenture, whether or not physically contained therein.





 


-v-









 







PARTIES




Indenture (this “Indenture”), dated as of September
 22, 2010, by and between LIBERTY PROPERTY
LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Company”) having its principal office
at 500 Chesterfield Parkway, Malvern, Pennsylvania 19355, and The U.S. Bank National Association, a
national banking association, as Trustee hereunder (the “Trustee”), having its Corporate Trust
Office (as defined below) at Two Liberty Place, 50 S. 16th Street, Suite 2000, Mail Station:
Ex-PA-WBSP, Philadelphia, PA 19102.



RECITALS OF THE COMPANY




The Company deems it necessary to issue from time to time for its lawful purposes debt
securities (the “Securities”) evidencing its unsecured indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time to time of the
Securities, unlimited as to principal amount, to bear interest at the rates or formulas, to mature
at such times and to have such other provisions as shall be fixed as hereinafter provided.



This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended,
that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.



All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done.




NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:



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



(2) all other terms used herein which are defined in the TIA, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper,” as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the TIA;



(3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP; and


 


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



“Acquisition Lines of Credit means, collectively, any secured lines of credit of the Company
or any Subsidiary, the proceeds of which shall be used, among other things, to acquire interests,
directly or indirectly, in real estate.




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



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



“Adjusted Total Assets” as of any date means the total of all assets determined in accordance
with GAAP plus accumulated depreciation.



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



“Annual Service Charge” as of any date means the aggregate amount of any interest expensed for
the four consecutive fiscal quarters most recently ended prior to such date as determined in
accordance with GAAP.



“Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 611.



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




“Bankruptcy Law” has the meaning specified in Section 501.



“Bearer Security” means any Security established pursuant to Section 201 which is payable to
bearer.



“Board of Trustees” means the board of trustees of the Trust, the executive committee or any
committee of that board duly authorized to act hereunder, as the case may be.


 


-7-









 





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



“Business Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless otherwise specified with
respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive order to close.




“Clearstream” means Clearstream Banking S.A., or its successor.



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



“Common Shares” means, with respect to any Person, capital stock or shares of beneficial
interest issued by such Person other than Preferred Shares.



“Company” means Liberty Property Limited Partnership, a Pennsylvania limited partnership,
until a successor Company shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor Company.



“Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of and on behalf of the Company by the Chairman of the Board, the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Trust, as general partner of the Company, and delivered to the Trustee.



“Consolidated Income Available for Debt Service” as of any date means Consolidated Net Income
of the Company and its Subsidiaries plus amounts that have been deducted for (a) interest on Debt
of the Company and its Subsidiaries, (b) provision for taxes of the Company and its Subsidiaries
based on income, (c) amortization of debt discount, (d) depreciation and amortization, (e) the
effect of any noncash charge resulting from a change in accounting principles in determining
Consolidated Net Income and (f) amortization of deferred charges, for the four consecutive fiscal
quarters most recently ended, all as determined in accordance with GAAP, and without taking into
account any provision for gains and losses on properties.



“Consolidated Net Income” for any period means the amount of net income (or loss) of the
Company and its Subsidiaries for such period determined on a consolidated basis in accordance with
GAAP.



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


 


-8-









 





“Corporate Trust Office” means the principal corporate trust office of the Trustee at which,
at any particular time, its corporate trust business shall be administered, which office at the
date hereof is located at Two Liberty Place, 50 S. 16th Street, Suite 2000, Mail Station:
Ex-PA-WBSP, Philadelphia, PA 19102, except that for purposes of Sections 305 and 1002, such term
shall mean the office or agency of the Trustee in St. Paul, MN, which office at the date hereof is
located at 60 Livingston Avenue, 1st Floor, Bond Drop Window, St. Paul, MN, 55107; attention:
Corporate Trust Services.



“corporation” includes corporations, associations, companies, real estate investment trusts
and business trusts.




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




“Custodian” has the meaning specified in Section 501.



“Debt” of the Company or any Subsidiary means any indebtedness of the Company or any
Subsidiary, whether or not contingent, in respect of (i) borrowed money evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge,
encumbrance or any security interest existing on property owned by the Company or any Subsidiary,
(iii) reimbursement obligations in connection with any letters of credit actually issued or amounts
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 (iv) any lease of property by the
Company or any Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet
as a capitalized lease in accordance with GAAP; but in the case of items of indebtedness incurred
under (i) through (iii) above only to the extent that any such items (other than letters of credit)
would appear as a liability on the Company’s consolidated balance sheet in accordance with GAAP;
and also includes, to the extent not otherwise included, any obligation of the Company or any
Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes
of collection in the ordinary course of business), indebtedness of another person (other than the
Company or any Subsidiary).




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



“Disqualified Stock” means, with respect to any person, any capital stock or partnership
interest of such person which by the terms of such capital stock or partnership interest (or by the
terms of any security into which it is convertible or for which it is exchangeable or exercisable),
upon the occurrence of any event or otherwise: (i) matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise; (ii) is convertible into or exchangeable or exercisable
for Debt or Disqualified Stock; or (iii) is redeemable at the option of the holder thereof, in
whole or in part, in each case on or prior to the maturity of the relevant series of Securities.



“DTC” means The Depository Trust Company for so long as it shall be a clearing agency
registered under the Exchange Act, or such successor as the Company shall designate from time to
time in an Officer’s Certificate delivered to the Trustee.


 


-9-









 





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




“Euroclear” Euroclear Bank, or its successor as operator of the Euroclear System.




“Event of Default” has the meaning specified in Article Five.



“Exchange Act” means the Securities Exchange Act of 1934 and any successor statute thereto, in
each case as amended from time to time and the rules and regulations of the Commission thereunder.



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



“GAAP” means generally accepted accounting principles, as in effect from time to time, as used
in the United States applied on a consistent basis; provided, that solely for purposes of any
calculation required by the financial covenants contained herein, “GAAP” shall mean generally
accepted accounting principles as used in the United States on the date hereof, applied on a
consistent basis.



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



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


 


-10-









 





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



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



“interest” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, shall mean interest payable after Maturity, and, when used with
respect to a Security which provides for the payment of Additional Amounts pursuant to Section
1011, includes such Additional Amounts.



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



“Make-Whole Amount” means, in connection with any optional redemption of any Securities, the
excess, if any, of: (i) the aggregate present value as of the date of such redemption of each
dollar of principal being redeemed and the amount of interest (exclusive of interest accrued to the
date of redemption) that would have been payable in respect of each such dollar if such redemption
had not been made, determined by discounting, on a semi-annual basis, such principal and interest
at the Reinvestment Rate (determined on the third Business Day preceding the date notice of such
redemption is given) from the respective dates on which such principal and interest would have been
payable if such redemption had not been made, to the date of redemption; over (ii) the aggregate
principal amount of the Securities being redeemed.



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



“Officers’ Certificate” means a certificate signed by the Chairman of the Board of Trustees,
the President or a Vice-President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Trust, as general partner of the Company, and delivered to the Trustee.



“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or
who may be an employee of or other counsel for the Trust or the Company and who shall be reasonably
satisfactory to the Trustee.


 


-11-









 





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



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



(i) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;



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



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



(iv) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting
of Holders for quorum purposes, and for the purpose of making the calculations required by TIA
Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 502, (ii) the principal amount of any
Security denominated in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined pursuant to Section 301 as of the date such Security is originally issued by
the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent as of such date of original issuance of the amount determined as provided in
cause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301, and (iv)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.


 


-12-









 





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



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



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



“Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains.



“Preferred Shares” means, with respect to any Person, capital stock or shares of beneficial
interest issued by such Person that is entitled to a preference or priority over any other capital
stock or shares of beneficial interest issued by such Person upon any distribution of such Person’s
assets, whether by dividend or upon liquidation.



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



“Redemption Price,” when used with respect to any Security to be redeemed, means a redemption
price equal to the sum of (i) the principal amount of the Securities being redeemed plus accrued
interest thereon to the redemption date and (ii) the Make-Whole Amount, if any, with respect to the
Securities.




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



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



“Reinvestment Rate” means the yield on Treasury securities at a constant maturity
corresponding to the remaining life (as of the date of redemption, and rounded to the nearest
month) to Stated Maturity of the principal being redeemed (the “Treasury Yield”), plus 0.25%.


 


-13-









 





For purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields
published in the Statistical Release under the heading “Week Ending” for “U.S. Government
Securities—Treasury Constant Maturities” with a maturity equal to such remaining life; provided,
that if no published maturity exactly corresponds to such remaining life, then the Treasury Yield
shall be interpolated or extrapolated on a straight-line basis from the arithmetic means of the
yields for the next shortest and next longest published maturities. For purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes
in a manner that precludes determination of the Treasury Yield in the above manner, then the
Treasury Yield shall be determined in the manner that most closely approximates the above manner,
as reasonably determined by the Company.



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



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



“Responsible Officer,” when used with respect to the Trustee, means the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee
of the board of directors, the president, any vice president (whether or not designated by a number
or a word or words added before or after the title “vice president”), the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or assistant trust officer,
the controller 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
such officer’s knowledge and familiarity with the particular subject.



“Securities Act” means the Securities Act of 1933 and any successor statute thereto, in each
case as amended from time to time and the rules and regulations of the Commission thereunder.



“Security” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one Person acting as Trustee under this
Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have
the meaning stated in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of
any series as to which such Person is not Trustee.



“Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



“Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (as defined
in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act) of the Company.


 


-14-









 





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



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



“Statistical Release” means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which reports yields on
actively traded United States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the Indenture, then
such other reasonably comparable index which shall be designated by the Company.



“Subsidiary” means a corporation, partnership or limited liability company, a majority of the
outstanding voting stock, partnership interests or membership interests, as the case may be, of
which is owned or controlled, directly or indirectly, by the Company or by one or more Subsidiaries
of the Company. Liberty Property Development Corp. and Liberty Property Development Corp. are each
a Subsidiary for purposes of this definition. For the purposes of this definition, “voting stock”
means stock having the voting power for the election of directors, general partners, managers or
trustees, as the case may be, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.



“Trust” means Liberty Property Trust, a self-administered and self-managed Maryland real
estate investment trust and sole general partner of the Company.



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



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



“Undepreciated Real Estate Assets” as of any date means the cost (original cost plus capital
improvements) of real estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization, determined on a consolidated basis in accordance with GAAP.



“Unencumbered Total Asset Value” as of any date means the sum of (i) the value of those
Undepreciated Real Estate Assets not subject to an encumbrance and (ii) the value of all other
assets of the Company and its Subsidiaries on a consolidated basis not subject to an encumbrance
determined in accordance with GAAP (but excluding accounts receivable and intangibles).


 


-15-









 





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



“United States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the United States, a
corporation, company or other entity created or organized in or under the laws of the United States
or an estate or trust the income of which is subject to United States federal income taxation
regardless of its source.



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



SECTION 102. Compliance Certificates and Opinions. Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished.



Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (including certificates delivered pursuant to Section 1010) shall include:



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



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



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



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



SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


-16-









 





Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the opinion,
certificate or representations with respect to the matters upon which his certificate or opinion is
based are erroneous. Any such Opinion of Counsel or certificate or representations may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by,
an officer or officers of the Company stating that the information as to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate or opinion or
representations as to such matters are erroneous.



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




SECTION 104. Acts of Holders.



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



(b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner which the Trustee
deems sufficient.


 


-17-









 






(c) The ownership of Registered Securities shall be proved by the Security Register.



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



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



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


 


-18-









 





SECTION 105. Notices, etc., to Trustee and Company. Any request, demand, authorization,
direction, notice, consent, waiver or other Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with,



(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office addressed to it at the address of its principal office specified in the first
paragraph of this Indenture, or



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



SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice of any event
to Holders of Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice,
nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders of Registered Securities or the sufficiency of any notice
to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether
or not such Holder actually receives such notice.



If by reason of the suspension of or irregularities in regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such notification to
Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute
a sufficient notification to such Holders for every purpose hereunder.



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



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


 


-19-









 





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



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



SECTION 107. Effect of Headings and Table of Contents. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.



SECTION 108. Successors and Assigns. All covenants and agreements in this Indenture by the
Company shall be binding on their successors and assigns, whether so expressed or not.



SECTION 109. Separability Clause. In case any provision in this Indenture or in any Security
or coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



SECTION 110. Benefits of Indenture. Nothing in this Indenture, in the Securities or coupons,
express or implied, shall give to any Person, other than the Parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the
Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.



SECTION 111. Non-Recourse. Notwithstanding anything contained herein to the contrary, no
recourse under or upon any obligation, covenant or agreement contained in this Indenture, in any
Security or coupon appertaining thereto, or because of any indebtedness evidenced thereby
(including, without limitation, any obligation or indebtedness relating to the principal of, or
premium or Make-Whole Amount, if any, interest or any other amounts due, or claimed to be due, on
any Security issued hereunder), or for any claim based thereon or otherwise in respect thereof,
shall be had (i) against the Trust or any other partner in the Company, (ii) against any Person
which owns an interest, directly or indirectly, in any partner in the Company or (iii) against any
promoter, as such, or against any past, present or future shareholder, officer, director or
partner, as such, of the Company, the Trust or of any successor, either directly or through the
Company, the Trust or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities. The Holders of the
Securities hereunder acknowledge by the acceptance of the
Securities that their sole remedies under this Indenture for any Default by the Company in the
payment of the principal of, or any premium or Make-Whole Amount, if any, interest or any amounts
due, or claimed to be due, on any Security, or otherwise, are limited to claims against the
property of the Company as provided in Section 503 hereof.


 


-20-









 





SECTION 112. Governing Law. This Indenture and the Securities and coupons shall be governed by
and construed in accordance with the law of the State of New York. This Indenture is subject to the
provisions of the TIA that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.



SECTION 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall not be
a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture
or any Security or coupon other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu hereof), payment of interest or any Additional
Amounts or principal (and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be.



ARTICLE TWO




SECURITIES FORMS




SECTION 201. Forms of Securities. The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons shall be in substantially the forms
as shall be established in one or more indentures supplemental hereto or approved from time to time
by or pursuant to a Board Resolution in accordance with this Indenture, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Securities may be listed, or to conform to
usage.



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



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


 


-21-









 





SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 611, the
Trustee’s certificate of authentication shall be insubstantially the following form:



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



	 	 	 	 	 
	 	U.S. Bank National Association, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause
(8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.



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



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



Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (i) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear and/or Clearstream.


 


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ARTICLE THREE




THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.



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



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



(2) any limit upon the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906, 1107 or 1305);



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



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



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



(6) the period or periods within which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies in which, and other terms
and conditions upon which Securities of the series may be redeemed, in whole or in part, at
the option of the Company, if the Company is to have the option;


 


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(7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the
series pursuant to any provision or at the option of a Holder thereof, and the period or periods
within which or the date or dates on which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or currencies in which, and other terms
and conditions upon which Securities of the series shall be redeemed, repaid or purchased
(including without limitation whether, and the extent to which, the premium shall be payable in
connection therewith), in whole or in part, pursuant to such obligation.



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




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



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



(11) if other than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, if any,
on the Securities of the series shall be payable or in which the Securities of the series shall be
denominated;



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



(13) whether the principal of (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of the series are to be payable, at the election of
the Company, or a Holder thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Securities are denominated or stated to be
payable, the period or periods within which, and the terms and conditions upon which, such election
may be made, and the time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or currencies, currency unit
or units or composite currency or currencies in which such Securities are denominated or stated to
be payable and the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;



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


 


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



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



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



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



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



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



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



(22) whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of the series to any Holder who is not a United
States person (including any modification to the definition of such term) in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have the option to redeem
such Securities rather than pay such Additional Amounts (and the terms of any such option);


 


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(23) the terms and conditions, if any, upon which such Securities may be subordinated to other
indebtedness of the Company;



(24) if the Securities of the series are to be convertible into or exchangeable for cash
and/or any securities or other property of any Person (including the Company), the terms and
conditions upon which such Securities will be so convertible or exchangeable;



(25) the terms and conditions, if any, for securing all or any portion of the indebtedness
evidenced by the Securities of the series; and



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



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



SECTION 302. Denominations. The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series,
other than Bearer Securities issued in global form (which may be of any denomination), shall be
issuable in a denomination of $5,000.



SECTION 303. Execution, Authentication, Delivery and Dating. The Securities and any coupons
appertaining thereto shall be executed by the Chairman of the Board, and President or one of the
Executive Vice Presidents, and the Chief Financial Officer of the Trust, as general partner of the
Company. The signature of any of these officers on the Securities and coupons may be manual or
facsimile signatures of the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.



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


 


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At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that, in connection with
its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security shall have furnished
a certificate to Euroclear or Clearstream, as the case may be, in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to any series of
Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date
on which such Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of such temporary
Security and this Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its original issuance
of such beneficial owner’s interest in such permanent global Security. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and canceled.



If all the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon,




(i) an Opinion of Counsel complying with Section 102 and stating that



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



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



(c) such Securities, together with any coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by the Company to the Trustee for authentication
in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and
other similar laws of general applicability relating to
or affecting the enforcement of creditors’ rights generally and to general equitable
principles; and


 


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(ii) an Officers’ Certificate stating that all conditions precedent provided for in this
Indenture relating to the issuance of the Securities have been complied with and that, to the best
of the knowledge of the signers of such certificate, no Event of Default with respect to any of the
Securities shall have occurred and be continuing.



If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee.



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



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



No Security or coupon shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security or Security to which such coupon
appertains a certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.



SECTION 304. Temporary Securities. (a) Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order, the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of Securities of any
series, such temporary Securities may be in global form.


 


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



(b) Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall
govern the exchange of temporary Securities issued in global form other than through the facilities
of The Depository Trust Company. If any such temporary Security is issued in global form, then
such temporary global Security shall, unless otherwise provided therein, be delivered to the London
office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear
and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).



Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer form, registered
form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for its account then
to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may
be established pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered
in exchange for a portion of a temporary global Security only in compliance with the
requirements of Section 303.


 


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Unless otherwise specified in such temporary global Security, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section
301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall
be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the beneficial owners
of such temporary global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person takes delivery of
such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive
Securities in bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.



Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form
set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant
to Section 301), for credit without further interest on or after such Interest Payment Date to the
respective accounts of Persons who are the beneficial owners of such temporary global Security on
such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 304(b) and of the third
paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial
owners of the temporary global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or
the date of certification if such date occurs after the Exchange Date, without further act or deed
by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal
or interest owing with respect to a beneficial interest in a temporary global Security will be made
unless and until such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not
paid as herein provided shall be returned to the Trustee prior to the expiration of two years after
such Interest Payment Date in order to be repaid to the Company.


 


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SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to
be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a
Place of Payment a register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security Register shall be in written
form or any other form capable of being converted into written form within a reasonable time. The
Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the
purpose of registering Registered Securities and transfers of Registered Securities on such
Security Register as herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all reasonable times.



Subject to the provisions of this Section 305, upon surrender for registration of transfer of
any Registered Security of any series at any office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal amount, bearing a number
not contemporaneously outstanding, and containing identical terms and provisions.



Subject to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal amount, containing
identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be
issued in exchange for Registered Securities.



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


 


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Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent global Security is “DTC”, then, unless the terms of such global
Security expressly permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or
approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwilling or unable to continue as depositary for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered under the Exchange
Act if so required by applicable law or regulation, the Company shall appoint a successor
depositary with respect to such global Security or Securities. If (x) a successor depositary for
such global Security or Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable series of Securities represented by such global Security or
Securities advise DTC to cease acting as depositary for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all Outstanding Securities (but
not less than all) of any series issued or issuable in the form of one or more global Securities
shall no longer be represented by such global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank,
tenor and terms in definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as specified as
contemplated by Section 301 and provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary delay but in any event not later
than the earliest date on which such interest may be so exchanged, the Company shall execute, and
the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner’s interest in such permanent global
Security. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall be surrendered
for exchange by DTC or such other depositary as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company’s agent for such purpose; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security
for which exchange is requested may be among those selected for redemption; and provided further
that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a Registered Security is
issued in exchange for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to whom interest in respect of such
portion of such permanent global Security is payable in accordance with the provisions of this
Indenture.


 


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



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



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



The Company, or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to
be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are
issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption
and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register
the transfer of or exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the portion thereof not to
be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of
that series and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except the portion, if any,
of such Security not to be so repaid.


 


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SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a
Security with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company,
together with, in proper cases, such security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them harmless, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
and principal amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.



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



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



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



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


 


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



SECTION 307. Payment of Interest; Interest Rights Preserved. Except as otherwise specified
with respect to a series of Securities in accordance with the provisions of Section 301, interest
on any Registered Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest at the office or agency of the Company maintained for such purpose pursuant to Section
1002; provided, however, that each installment of interest on any Registered Security may at the
Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it
appears on the Security Register or (ii) transfer to an account maintained by the payee located
inside the United States. Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a Bearer Security, by
transfer to an account maintained by the payee with a bank located outside the United States.



Unless otherwise provided as contemplated by Section 301, every permanent global Security will
provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear
and/or Clearstream, as the case may be, with respect to that portion of such permanent global
Security held for its account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in respect of such permanent
global Security to the accounts of its participants for the benefit of the beneficial owners
thereof.



In case a Bearer Security of any series is surrendered in exchange for a Registered Security
of such series after the close of business (at an office or agency in a Place of Payment for such
series) on any Regular Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due in accordance with the provisions of
this Indenture.



Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any series that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may
be paid by the Company at its election in each case, as provided in clause (1) or (2) below:


 


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(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such
series and the date of the proposed payment (which shall not be less than 20 days after such notice
is received by the Trustee), and at the same time the Company shall deposit with the Trustee an
amount of money in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper in each place of payment, but such publications shall not
be a condition precedent to the establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to the following
clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a
Place of Payment for such series in exchange for a Registered Security of such series after the
close of business at such office or agency on any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of payment in respect of
the Registered Security issued in exchange for such Bearer Security, but will be payable only to
the Holder of such coupon when due in accordance with the provisions of this Indenture.



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



Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


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SECTION 308. Persons Deemed Owners. Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium or Make-Whole Amount, if any),
and (subject to Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.



Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer
Security and the Holder of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and none of the Company, the Trustee or any
agent of the Company or the Trustee shall be affected by notice to the contrary.



None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.



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



SECTION 309. Cancellation. All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons and Securities and coupons surrendered directly
to the Trustee for any such purpose shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. Canceled Securities and coupons held by the
Trustee shall be destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by the Company Order, the Company directs their return to it.


 


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SECTION 310. Computation of Interest. Except as otherwise specified as contemplated by Section
301 with respect to Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company
Request cease to be of further effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1011), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series when,




(1) either



(A) all Securities of such series theretofore authenticated and delivered and all coupons, if
any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 305, (ii) Securities and coupons of such series
which have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv)
Securities and coupons of such series for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or



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




(i) have become due and payable, or




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



(iii) if redeemable at the option of the Company, are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense of the Company, and the Company, in the case of (i), (ii)
or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable, sufficient to pay and discharge the entire indebtedness on such
Securities and such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium or Make-Whole Amount, if any) and interest, and any Additional Amounts with
respect thereto, to the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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



(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture as to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee and any predecessor Trustee under Section 606, the obligations of the Company to any
Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.



SECTION 402. Application of Trust Funds. Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has deposited with or received by the Trustee, but such money need not
be segregated from other funds except to the extent required by law.



ARTICLE FIVE




REMEDIES




SECTION 501. Events of Default. “Event of Default,” wherever used herein with respect to any
particular series of Securities, means any one of the following events (whatever the reason for
such Event of Default and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):



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



(2) default in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity; or


 


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



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



(5) a default under any bond, debenture, note or other evidence of indebtedness of the
Company, or under any mortgage, indenture or other instrument of the Company (including a default
with respect to Securities of any series other than that series) under which there may be issued or
by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment
of which the Company has guaranteed or for which the Company is directly responsible or liable as
obligor or guarantor on a full recourse basis) whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay an aggregate principal amount
exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto and shall have resulted in such indebtedness in an
aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled, within a period of
10 days after there shall have been given, by registered or certified mail, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 10% in principal amount of
the Outstanding Securities of that series, a written notice specifying such default and requiring
the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded
or annulled and stating that such notice is a “Notice of Default” hereunder; or



(6) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




(A) commences a voluntary case,




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



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




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


 


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




(A) is for relief against the Company or any Significant Subsidiary in an involuntary case,



(B) appoints a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of either of its property, or



(C) orders the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 90 days; or




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



As used in this Section 501, the term “Bankruptcy Law” means Title 11 U.S. Code or any similar
Federal or State law for the relief of debtors and the term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy Law.



SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is continuing (other than an
Event of Default specified in clause (6) or (7) of Section 501 that occurs with respect to the
Company), then and in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal of (or, if any
Securities are Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof), and premium (if any) and accrued interest on,
the Securities of that series to be due and payable immediately, by a notice in writing to the
Company, (and to the Trustee if given by the Holders), and upon any such declaration such
principal, premium (if any), and accrued interest or specified portion thereof shall become
immediately due and payable. In the event of a declaration of acceleration because an Event of
Default set forth in clause (5) of Section 501 has occurred and is continuing, such declaration of
acceleration shall be automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (5) along with any other events of default that have been
triggered by the Event of Default (whether or not a notice or declaration of acceleration shall
have been given by the holders of the relevant indebtedness) shall be remedied or cured by the
Company and/or the relevant Subsidiary or waived by the holders of the relevant indebtedness within
60 days after the declaration of acceleration with respect thereto. If an Event of Default
specified in clause (6) or (7) of Section 501 occurs with respect to the Company, the principal of
(or specified portion thereof), premium, if any, and accrued interest on the Securities of all
series then outstanding 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 Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:



(1) the Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series):


 


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(A) all overdue installments of interest on and any Additional Amounts payable in respect of
all Outstanding Securities of that series and any related coupons,



(B) the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities
of that series which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by or provided for in such Securities,



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



(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



(2) all Events of Default with respect to Securities of that series, other than the nonpayment
of the principal of (or premium or Make-Whole Amount, if any) or interest on Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513.




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



SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if:



(1) default is made in the payment of any installment of interest or Additional Amounts, if
any, on any Security of any series and any related coupon when such interest or Additional Amount
becomes due and payable and such default continues for a period of 30 days, or



(2) default is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity, then the Company will, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of such series and
coupons, the whole amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amount, with interest upon any
overdue principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installments of interest or Additional
Amounts, if any, at the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.



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


 


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



SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities of any series shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium or Make-Whole Amount, if
any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:



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



(ii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a Security or coupon in any
such proceeding.



SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons. All
rights of action and claims under this Indenture or any of the Securities or coupons may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons
or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment
has been recovered.


 


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SECTION 506. Application of Money Collected. Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:



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



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




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



SECTION 507. Limitation on Suits. No Holder of any Security of any series or any related
coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:



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



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



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



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



(5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series; it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.


 


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SECTION 508. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
Amount, if any, Interest and Additional Amounts. Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium or Make-Whole Amount, if any) and
(subject to Sections 305 and 307) interest on, and any Additional Amounts in respect of, such
Security or payment of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.



SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security or
coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, the Company, the Trustee and the
Holders of Securities and coupons shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.



SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.



SECTION 512. Control by Holders of Securities. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Securities of such
series, provided that


 


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



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



(3) the Trustee need not take any action which might involve it in personal liability or be
unduly prejudicial to the Holders of Securities of such series not joining therein.



SECTION 513. Waiver of Past Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default hereunder with respect to
such series and its consequences, except a default



(1) in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest
on or Additional Amounts payable in respect of any Security of such series or any related coupons,
or



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



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



SECTION 514. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



SECTION 515. Undertaking for Costs. All parties to this Indenture agree, and each Holder of
any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


 


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ARTICLE SIX




THE TRUSTEE




SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest
on or any Additional Amounts with respect to any Security of such series, or in the payment of any
sinking fund installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the Holders of the
Securities and coupons of such series; and provided further that in the case of any default or
breach of the character specified in Section 501(4) with respect to the Securities and coupons of
such series, no such notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to the Securities of
such series.



SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA Section 315(a)
through 315(d):



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



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



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



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



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


 


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



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



(8) the Trustee shall not be liable for any action taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.



The Trustee shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers.



Except during the continuance of an Event of Default, the Trustee undertakes to perform only
such duties as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. In case an Event of Default with
respect to the Securities has occurred (which has not been cured or waived) the Trustee shall
exercise with respect to the Securities such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.



SECTION 603. Not Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, and in any
coupons shall be taken as the statements of the Company and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities, coupons,
or any prospectus pursuant to which the Securities are offered except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and
perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the proceeds thereof.



SECTION 604. May Hold Securities. The Trustee, any Paying Agent, Security Registrar,
Authenticating Agent or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and coupons and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would
have if it were not the Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.


 


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SECTION 605. Money Held in Trust. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the
Company.




SECTION 606. Compensation and Reimbursement. The Company agrees:



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



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



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



When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar
law.



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




The provisions of this Section shall survive the termination of this Indenture



SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section
310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or the requirements
of Federal, State, Territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


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SECTION 608. Resignation and Removal; Appointment of Successor.



(a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 609.



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



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




(d) If at any time:



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



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



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



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


 


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(f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.




SECTION 609. Acceptance of Appointment by Successor.



(a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and
the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 606.



(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company, or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


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



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



SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Securities or coupons
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities or coupons so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.



SECTION 611. Appointment of Authenticating Agent. At any time when any of the Securities
remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of transfer or partial
redemption or repayment thereof, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the
Company.


 


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Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust
company or corporation organized and doing business and in good standing under the laws of the
United States of America or of any State or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.



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



An Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee for such series
may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give notice of such appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve in the manner set forth in Section 106. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.



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


 


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



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



	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

as Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

as Authorized Signatory
	 	 






ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities or
coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312, regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under TIA Section 312(b).



SECTION 702. SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a
brief report dated as of such May 15 if required by TIA Section 313(a).




SECTION 703. Reports by Company. The Company will:



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


 


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



(3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee (unless available on the Commission’s Electronic Data Gathering, Analysis and
Retrieval System (or successor system)), in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.



SECTION 704. The Company to Furnish Trustee Names and Addresses of Holders. The Company will
furnish or cause to be furnished to the Trustee:



(a) semi-annually, not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities of such series as of such Regular Record Date, or
if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon
such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing
such series, and



(b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished, provided, however, that, so long as the
Trustee is the Security Registrar, no such list shall be required to be furnished.



ARTICLE EIGHT




CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE




SECTION 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other entity, provided that in any
such case, (1) either the Company shall be the continuing entity, or the successor entity shall be
an entity organized and existing under the laws of the United States or a State thereof and such
successor entity shall expressly assume the due and punctual payment of the principal of (and
premium or Make-Whole Amount, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1011) on all of the Securities, according to their tenor, and the due
and punctual performance and observance of all of the covenants and conditions of this Indenture to
be performed by the Company by supplemental indenture, complying with Article Nine hereof,
satisfactory to the Trustee, executed and delivered to the Trustee by such entity and (2)
immediately after giving effect to
such transaction and treating any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice or the lapse of
time, or both, would become an Event of Default, shall have occurred and be continuing.


 


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SECTION 802. Rights and Duties of Successor Entity. In case of any such consolidation, merger,
sale, lease or conveyance and upon any such assumption by the successor entity, such successor
entity shall succeed to and be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the predecessor entity, except in the event of a
lease, shall be relieved of any further obligation under this Indenture and the Securities. Such
successor entity thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities of the same series
theretofore or thereafter issued in accordance with the terms of this Indenture as though all of
such Securities had been issued at the date of the execution hereof.



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



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



SECTION 803. Officers’ Certificate and Opinion of Counsel. Any consolidation, merger, sale,
lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee
receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity,
complies with the provisions of this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


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ARTICLE NINE




SUPPLEMENTAL INDENTURES




SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any
Holders of Securities or coupons, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:



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



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



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



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



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




(6) to secure the Securities; or



(7) to establish the form or terms of Securities of any series and any related coupons as
permitted by Sections 201 and 301; or



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



(9) (i) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or (ii) to make any other provisions
with respect to matters or questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture, so long as such provisions shall not adversely
affect the interests of the Holders of Securities of any series or any related coupons in any
material respect; or


 


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(10) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant
to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series and any related coupons or any other series
of Securities in any material respect.



SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders
of not less than a majority in principal amount of all Outstanding Securities affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:



(1) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any,
on) or any installment of principal of or interest on, any Security; or reduce the principal amount
thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect
thereof, or any premium payable upon the redemption thereof, or change any obligation of the
Company to pay Additional Amounts pursuant to Section 1011 (except as contemplated by Section
801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section
504, or adversely affect any right of repayment at the option of the Holder of any Security, or
change any Place of Payment where, or the currency or currencies, currency unit or units or
composite currency or currencies in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof, (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or



(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver with respect to such series (or compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or



(3) modify any of the provisions of this Section, Section 513 or Section 1012, except to
increase the required percentage to effect such action or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.


 


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



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



SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.



SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder and of any coupon
appertaining thereto shall be bound thereby.



SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.



SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.



SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 106, setting forth in general terms the substance of such
supplemental indenture.


 


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ARTICLE TEN




COVENANTS




SECTION 1001. Payment of Principal, Premium (if any), Make-Whole Amount (if any), Interest and
Additional Amounts. The Company covenants and agrees for the benefit of the Holders of each series
of Securities that it will duly and punctually pay the principal of (and premium or Make-Whole
Amount, if any) and interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance with the terms of such series of Securities, any coupons appertaining
thereto and this Indenture. Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, any interest due on and any Additional Amounts payable in respect of
Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided
in Section 1011 in respect of principal of (or premium or Make-Whole Amount, if any, on) such a
Security, shall be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. Unless otherwise specified
with respect to Securities of any series pursuant to Section 301, at the option of the Company, all
payments of principal may be paid by check to the registered Holder of the Registered Security or
other person entitled thereto against surrender of such Security.



SECTION 1002. Maintenance of Office or Agency. If Securities of a series are issuable only as
Registered Securities, the Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New
York, an office or agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be surrendered for
exchange, where notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that series and related
coupons may be presented or surrendered for payment or conversion in the circumstances described in
the following paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 1011) or conversion; provided, however, that if the Securities of that
series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are listed on such
exchange; and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located outside the United States an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including payment of any Additional
Amounts payable on Bearer Securities of that series pursuant to Section 1011) or conversion at the
offices specified in the Security, and the Company hereby appoints the same as its agent to receive
such respective presentations, surrenders, notices and demands, and the Company hereby appoint the
Trustee its agent to receive all such presentations, surrenders, notices and demands.


 


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Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal, premium or interest on or Additional Amounts in respect of Bearer Securities shall be
made at any office or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including any Additional Amounts
payable on Securities of such series pursuant to Section 1011) shall be made at the office of the
Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment
in Dollars of the full amount of such principal, premium or Make-Whole Amount, interest or
Additional Amounts, as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.



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



Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.



SECTION 1003. Money for Securities Payments to Be Held in Trust. If the Company shall at any
time act as its own Paying Agent with respect to any series of any Securities and any related
coupons, it will, on or before each due date of the principal of (and premium or Make-Whole Amount,
if any), or interest on or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.


 


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



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



(1) hold all sums held by it for the payment of principal of (and premium or Make-Whole
Amount, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided;



(2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any such payment of principal (and premium or Make-Whole Amount, if
any) or interest; and



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



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



Except as otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of (and premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect
of, any Security of any series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any), interest or Additional Amounts has become due and payable
shall be paid to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment of such principal of (and premium or
Make-Whole Amount, if any) or interest on, or any Additional
Amounts in respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may (but shall not be required) at the expense of
the Company cause to be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining will be repaid to the
Company.


 


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SECTION 1004. Intentionally Omitted.



SECTION 1005. Existence. Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence, rights (by
partnership agreement and statute) and franchises; provided, however, that the Company shall not be
required to preserve any right or franchise if it determines that the preservation thereof is no
longer desirable in the conduct of its business and that the loss thereof is not disadvantageous in
any material respect to the Holders.



SECTION 1006. Maintenance of Properties. The Company will cause all of its material properties
used or useful in the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided, however,
that the Company and its Subsidiaries shall not be prevented from selling or otherwise disposing of
for value their respective properties in the ordinary course of its business.



SECTION 1007. Insurance. The Company will, and will cause each of its Subsidiaries to, keep
all of its insurable properties insured against loss or damage at least equal to their then full
insurable value with insurers of recognized responsibility and having an A.M. Best policy holder’s
rating of not less than A-V.



SECTION 1008. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings or for which the Company has
set apart and maintains an adequate reserve.


 


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SECTION 1009. Provision of Financial Information. Whether or not the Company is subject to
Section 13 or 15(d) of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission
pursuant to such Sections 13 or 15(d) if the Company were so subject (the “Financial
Information”), such documents to be filed with the Commission on or prior to the respective dates
(the “Required Filing Dates”) by which the Company would have been required so to file such
documents if the Company were so subject. The Company also will in any event (unless available on
the Commission’s Electronic Data Gathering, Analysis and
Retrieval System (or successor system)) (x) (i) promptly transmit by mail to all Holders of Securities,
as their names and addresses appear in the Security Register, without cost to such Holders, copies
of the Financial Information; and (ii) within 15 days of each Required Filing Date file with the Trustee copies of the Financial Information,
and (y) if filing such documents by the Company with the Commission is not permitted under the
Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder.



SECTION 1010. Statement as to Compliance. The Company will, in accordance with Section 314 of
the TIA, deliver to the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section 1010, such compliance
shall be determined without regard to any period of grace or requirement of notice under this
Indenture.



SECTION 1011. Additional Amounts. If any Securities of a series provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context except in the case of Section 502(1),
the payment of the principal of or any premium or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in
any provisions hereof shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.



Except as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and any premium is made),
and at least 10 days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest
on the Securities of that series shall be made to Holders of Securities of that series or any
related coupons who are not United States



 


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persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such Holders of Securities
of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as
the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or related coupons
without withholding or deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them or in reliance on any Officers’ Certificate furnished
pursuant to this Section or in reliance on the Company’s not furnishing such an Officers’
Certificate.



SECTION 1012. Waiver of Certain Covenants. The Company may omit in any particular instance,
for any particular series of Securities, to comply with any term, provision or condition set forth
in Sections 1005 to 1009, inclusive, if before or after the time for such compliance the Holders of
at least a majority in principal amount of all outstanding Securities of such series, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES





SECTION 1101. Applicability of Article; Redemption to Maintain REIT Status.



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



(b) The Company shall redeem all or a portion of the Securities of any series as necessary to
comply with any requirement for the Trust’s continued qualification as a real estate investment
trust under the Internal Revenue Code of 1986, as amended.



SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of all or less than all of the Securities of any series, the Company
shall, at least 45 days prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date
and of the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.



 


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SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series issued on the same day with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date
with the same terms not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.



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



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



SECTION 1104. Notice of Redemption. Notice of redemption shall be given in the manner provided
in Section 106, not less than 30 days nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to Section 301, to
each Holder of Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.



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




All notices of redemption shall state:




(1) the Redemption Date,



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



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


 


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



(5) that on the Redemption Date the Redemption Price and accrued interest to the Redemption
Date payable as provided in Section 1106, if any, will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date unless the Company shall default in the payment of the
Redemption Price and any accrued interest thereon,



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




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



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



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




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



(11) if applicable, that a Holder of Securities who desires to convert Securities for
redemption must satisfy the requirements for conversion contained in such Securities, the then
existing conversion price or rate, and the date and time when the option to convert shall expire.



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



SECTION 1105. Deposit of Redemption Price. At least one Business Day prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the currency or currencies, currency unit or units or composite currency or currencies
in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the
Redemption Price of, and any accrued interest on, all the Securities or portions thereof which are
to be redeemed on that date.


 


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SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series) (together with
accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such Securities shall,
if the same were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or
agency located outside the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that, except as otherwise provided with respect to
Securities convertible into Common Shares or Preferred Shares, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms and the provisions
of Section 307.



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



If any Security called for redemption by the Company shall not be so paid upon surrender
thereof for redemption by reason of a failure to comply with Section 1105, the principal (and
premium or Make-Whole Amount, if any) shall, until paid, bear interest from the Redemption Date at
the rate borne by the Security.



SECTION 1107. Securities Redeemed in Part. Any Registered Security which is to be redeemed
only in part (pursuant to the provisions of this Article) shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities of the same series, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so surrendered.


 


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ARTICLE TWELVE




SINKING FUNDS




SECTION 1201. Applicability of Article. The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.



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



SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. The Company may, in
satisfaction of all or any part of any mandatory sinking fund payment with respect to the
Securities of a series, (1) deliver Outstanding Securities of such series (other than any
previously called for redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed whether at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, as provided for by the terms of such Securities, or which have otherwise
been acquired by the Company; provided that such Securities so delivered or applied as a credit
have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.



SECTION 1203. Redemption of Securities from Sinking Fund. Not less than 60 days prior to each
sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for
the series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of such in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and
credited. If such Officers’ Certificate shall specify an optional amount to be added in cash to the
next ensuing mandatory sinking fund payment, the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 30
days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


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ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS




SECTION 1301. Applicability of Article. Repayment of Securities of any series before their
Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such series established
pursuant to Section 301) in accordance with this Article.



SECTION 1302. Repayment of Securities. Securities of any series subject to repayment in whole
or in part at the option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that at least one Business Day prior to the Repayment Date
it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) sufficient to pay the principal (or, if so provided by the terms of
the Securities of any series, a percentage of the principal) of, and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof, as
the case may be, to be repaid on such date.



SECTION 1303. Exercise of Option. Securities of any series subject to repayment at the option
of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such
Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must
receive at the Place of Payment therefor specified in the terms of such Security (or at such other
place or places of which the Company shall from time to time notify the Holders of such Securities)
not earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the Security so
providing for such repayment together with the “Option to Elect Repayment” form on the reverse
thereof duly completed by the Holder (or by the Holder’s attorney duly authorized in writing) or
(2) a telegram, telex, facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. (“NASD”), or a commercial bank
or trust company in the United States setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be repaid, the CUSIP
number, if any, or a description of the tenor and terms of the Security, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse
of the Security, will be received by the Trustee not later than
the fifth Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only
be effective if such Security and form duly completed are received by the Trustee by such fifth
Business Day. If less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the Holder thereof may
not be repaid in part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the repayment option by
the Holder shall be irrevocable unless waived by the Company.


 


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SECTION 1304. When Securities Presented for Repayment Become Due and Payable. If Securities of
any series that provide for repayment at the option of the Holders thereof shall have been
surrendered as provided in this Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portion thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment of such Securities
on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid,
except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with coupons, if any, appertaining thereto
maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be
paid by the Company, together with accrued interest, if any, on the Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable
at an office or agency located outside the United States (except as otherwise provided in Section
1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and surrender
of such coupons; and provided further that, in the case of Registered Securities, installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
with interest thereon, unless the Company shall default in the payment thereof) to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions of Section 307.



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


 


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If the principal amount of any Security surrendered for repayment shall not be so repaid upon
surrender thereof by reason of a failure by the Company to comply with this Section 1304, such
principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) set forth in such Security.



SECTION 1304. Securities Repaid in Part. Upon surrender of any Registered Security which is to
be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized denomination specified by
the Holder, in an aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.



ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE




SECTION 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance. If, pursuant to Section 301, provision is made for either or both of (a) defeasance of
the Securities of or within a series under Section 1402 or (b) covenant defeasance of the
Securities of or within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 with respect to any Securities),
shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at
its option by Board Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto upon compliance with
the conditions set forth below in this Article.



SECTION 1402. Defeasance and Discharge. Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities
and any coupons appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under
such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities
and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Securities and any coupons appertaining thereto when such payments
are due, (B) the Company’s obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1011, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining thereto.


 


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SECTION 1403. Covenant Defeasance. Upon the Company’s exercise of the above option applicable
to this Section with respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 1004 to 1009, inclusive and, if specified pursuant to Section
301, its obligations under any other covenant, with respect to such Outstanding Securities and
coupons appertaining thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any coupons appertaining
thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 1004 to 1009, inclusive, or such other covenant, but shall continue to be
deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any coupons appertaining thereto, the
Company may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other covenant or by reason of
reference in any Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.



SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be the
conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or
within a series and any coupons appertaining thereto:



(a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee satisfying the requirements of Section 607 who shall agree to comply with the
provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities and any coupons appertaining thereto, (1) an amount in
such currency, currencies or currency unit in which such Securities and any coupons appertaining
thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable
to such Securities and coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons appertaining thereto are then
specified as payable at Stated Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not later than one day
before the due date of any payment of principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or
(3) a combination thereof, in any case, in an
amount, sufficient, without consideration of any reinvestment of such principal and interest,
in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any
coupons appertaining thereto on the Stated Maturity of such principal or installment of principal
or interest or analogous payments applicable to such Outstanding Securities and any coupons
appertaining thereto on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any coupons appertaining thereto.


 


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



(c) No Event of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7)
are concerned, at any time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the expiration of such
period).



(d) In the case of an election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such
defeasance had not occurred.



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



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



(g) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms, conditions or
limitations which may be imposed on the Company in connection therewith pursuant to Section 301.


 


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SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant to Section 301)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect
of any Outstanding Securities of any series and any coupons appertaining thereto shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and any
coupons appertaining thereto and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of principal (and premium
or Make-Whole Amount, if any) and interest and Additional Amounts, if any, but such money need not
be segregated from other funds except to the extent required by law.



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



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



Anything in this Article to the contrary notwithstanding, subject to Section 606, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom) held by it as
provided in Section 1404 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.


 


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ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES




SECTION 1501. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of
any series may be called at any time and from time to time pursuant to this Article to make, give
or take any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities of such series.




SECTION 1502. Call, Notice and Place of Meetings.



(a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or in London as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in
the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed
for the meeting.



(b) In case at any time the Company pursuant to a Board Resolution, or the Holders of at least
10% in principal amount of the Outstanding Securities of any series, shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subsection (a) of this Section.



SECTION 1503. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of
Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of the Company and its
counsel.


 


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SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken at such meeting
with respect to a consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within
30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.



Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specific percentage, which is less than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.



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



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




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



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


 


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



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



(b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities
provided in Section 1502(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.



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



(d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting, and
the meeting may be held as so adjourned without further notice.



SECTION 1506. Counting Votes and Recording Action of Meetings. The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities
of such series held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.


 


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SECTION 1507. Evidence of Action Taken by Holders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in principal amount of the Holders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof and execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Article Six) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Article.



SECTION 1508. Proof of Execution of Instruments. Subject to Article Six, the execution of any
instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.



* * * * *





 


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



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



	 	 	 	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LIBERTY PROPERTY TRUST, as its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William P. Hankowsky
 

William P. Hankowsky
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ George J. Rayzis	 	 
	 

	 	 	 	 	 	 

Name: George J. Rayzis
	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 







 


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EXHIBIT A




FORMS OF CERTIFICATION




EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




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




This is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic companies, domestic corporations or any estate
or trust the income of which is subject to United States federal income taxation regardless of its
source (“United States person(s)”), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as defined in United
States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Liberty Property Limited Partnership or its agent
that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes
of resale during the restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in clause (i) or (ii)),
this is to further certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a person within the
United States or its possessions.



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



We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.



This certificate excepts and does not relate to [U.S.$]
 _____ 

of such interest in the
above-captioned Securities in respect of which we are not able to certify and as to which we
understand an exchange for an interest in a Permanent Global Security or an exchange for and
delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made
until we do so certify.


 


 









 





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



Dated: _________________, 20__




[To be dated no earlier than the 15th day prior to
(i) the Exchange Date or (ii) the relevant Interest
Payment Date occurring prior to the Exchange Date,
as applicable]



	 	 	 	 	 
	 

	 	[Name of Person Making Certification]	 	 
	 
	 	 	 	 
	 

	 	 

(Authorized Signatory)
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







 


-2-









 







EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE

OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE




CERTIFICATE




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




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



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



We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.


 


 









 





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



Dated: ____________, 20__




[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]



	 	 	 	 	 	 	 
	 	 	Euroclear Bank as Operator of the Euroclear System Clearstream	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 







 


-2-









 







Exhibit B




OFFICERS’ CERTIFICATE




We,
 ___________, Chief Operating Officer, and
 _____, Chief
Financial Officer, respectively, of Liberty Property Trust, the General Partner (the “General
Partner”) of Liberty Property Limited Partnership (the “Company”), pursuant to Section 301 of the
Indenture dated as of
 _____, 20_____ 

between the Company and U.S. Bank National Association, as
Trustee (the “Indenture”), hereby certify that a series of Securities with the following terms has
been established by a Board Resolution and has been denominated
 ____________ 

Notes due (the
“Notes”), and we further certify as follows with respect to the Notes (unless otherwise defined
herein, capitalized terms shall have the meanings set forth in the Indenture):




	 	1.	 	the title of the Notes shall be “_____ 

Notes due
 _____.”
The Notes constitute a series of Securities as defined in the Indenture. [The
Notes shall be issuable as Registered Securities in permanent global form only
in denominations of $1,000 or any integral multiple thereof;]






	 	2.	 	the maximum aggregate principal amount of Notes that may be
authenticated and delivered under the Indenture shall be $_____ 

(except
for Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of other Notes pursuant to Section 304, 305, 306, 906,
1107 or 1305 of the Indenture);






	 	3.	 	the principal amount of the Notes shall be payable on

 _____,
 _____, subject to the provisions of the Indenture and the Notes;






	 	4.	 	interest will accrue from
 _____, 20_____. The Notes will bear
interest at
 _____% per annum, payable in the manner and on the dates set forth
in the attached form of Notes;






	 	5.	 	the Corporate Trust Office of U.S. Bank National Association is
appointed the principal paying agent, transfer agent, and registrar for the
Notes and for the purpose mentioned in Section 1002 of the Indenture. The Notes
may be presented for payment at maturity or redemption at such Corporate Trust
Office, or at any other agency as may be appointed by the Company from time to
time in The City of New York;






	 	6.	 	[the provisions of Sections 1402 and 1403 of the Indenture with
regard to defeasance and discharge and covenant defeasance, respectively, shall
be applicable to the Notes without modification];






	 	7.	 	[the Notes may be redeemed at any time at the option of the
Company, in such manner and upon the terms set forth in the attached form of
Notes and the Indenture;]




 


 









 











	 	8.	 	[the Notes will be represented by one or more Global Notes as
described under the caption “Description of the Notes—Book Entry System” in
the Company’s Prospectus Supplement dated
 __________, 20_____ 

with respect to the
offering of the Notes (the “Prospectus Supplement”) (except that, in certain
limited circumstances, the Company may issue Notes in definitive form to owners
of beneficial interests in a Global Note, as described in the above-referenced
section of the Prospectus Supplement);]






	 	9.	 	the Notes shall have such other terms and conditions as are
set forth in the form of the Notes. The Notes shall be subject to the
provisions of the Indenture; and






	 	10.	 	the attached form of the Notes is in the form approved pursuant
to authority granted by the Board of Directors.





This Certificate is delivered pursuant to the provisions of Sections 201, 301, and 303 of the
Indenture. The undersigned hereby certify as follows:




	 	(a)	 	we have read each of the Sections of the
Indenture referred to above;






	 	(b)	 	we have examined the Indenture, the form of
Notes and such other documents, records, and instruments as we have
deemed necessary for purposes of giving this certificate;






	 	(c)	 	to the best of our knowledge, no Event of
Default with respect to the Notes has occurred and is continuing;






	 	(d)	 	in our opinion, we have made such examination
and investigation as is necessary to enable us to express an informed
opinion as to whether the conditions precedent to the issuance of the
Notes have been complied with; and






	 	(e)	 	in our opinion, the conditions precedent to the
issuance of the Notes have been complied with.





	 	 	 	 	 	 	 
	Dated: __________, 20___	 	Liberty Property Limited Partnership	 	 
	 	 	by: Liberty Property Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Chief Operating Officer
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Chief Financial Officer
	 	 







 


-2-









 







[FORM OF NOTE]




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A
NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR.



	 
	REGISTERED 

REGISTERED







			
	 	 	 
	No. 

Amount
	 	Principal 






CUSIP No.

$



LIBERTY PROPERTY LIMITED PARTNERSHIP


_______Notes due____




Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Issuer,” which
term includes any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or registered assigns, upon presentation, the principal sum of _____ 

Dollars ($_____) on
 _____,
 _____, and to pay interest thereon from
 _____, (or
from the most recent Interest Payment Date to which interest has been paid or duly provided for),
semi-annually in arrears on
 _____ 

and
 _____ 

of each year, commencing on
 _____, 20_____, and
at Maturity, at a rate of interest of
 _____% per annum, until payment of said principal sum has
been made or duly provided for. Any capitalized term not defined herein shall have the meaning
assigned to it in that certain Indenture by and among the Issuer and U.S. Bank National
Association, a
 ________, dated as of
 ________, 20__.


 


 









 





The interest so payable and punctually paid or duly provided for on an Interest Payment Date
and at Maturity will be paid to the Holder in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the Regular Record Date for such payment, which
will be 15 calendar days (regardless of whether such day is a Business Day) next preceding such
Interest Payment Date or Maturity, as the case may be. Any interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may
either be paid to the Holder in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this
series not less than ten (10) days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange or which
the Notes of this series may be listed, and upon such notice as may be required by such exchange,
as more fully provided in the Indenture.



The principal and Make-Whole Amount, if any, of this Note payable at Maturity will be paid
against presentation and surrender of this Note at the office or agency of the Issuer maintained
for that purpose in The Borough of Manhattan, The City of New York. The Issuer hereby initially
designates the Corporate Trust Office of the Trustee in The City of New York as the office to be
maintained by it where Notes may be presented for payment, registration of transfer or exchange and
where notices or demands to or upon the Issuer in respect of the Notes or the Indenture may be
served.



Interest payable on this Note will be computed on the basis of a 360-day year consisting of
twelve 30-day months. If any Interest Payment Date or Maturity would otherwise be a day that is not
a Business Day, the required payment will be made on the next succeeding Business Day with the same
force and effect as if it were paid on the date such payment was due, and no interest will accrue
on the amount so payable for the period from and after such Interest Payment Date or Maturity, as
the case may be.



[Notes of this series may be redeemed at any time at the option of the Issuer, in whole or in
part, upon notice to the Holders of not more than 60 nor less than 30 days prior to the Redemption
Date, at a redemption price equal to the sum of (i) the principal amount of the Notes being
redeemed plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if
any, with respect to such Notes.]



Payments of principal, Make-Whole Amounts, if any, and interest in respect of this Note will
be made by wire transfer of immediately available funds, in such coin or currency as at the time of
payment is legal tender for the payment of public and private debts, so long as this Note is in
global form as described in Section 203 of the Indenture. If this Note is not in global form, all
such payments will be made by wire transfer of immediately available funds if the Holder hereof at
the applicable record date shall have provided wire transfer instructions to the Trustee, received
by the Trustee no later than fifteen (15) days prior to the applicable payment date, and otherwise
payment shall be made in accordance with Section 307 of the Indenture. Such wire transfer
instructions shall remain in effect until revoked in a writing received by the Trustee from the
Holder hereof.


 


-2-









 





REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF.
SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT
THIS PLACE.



This Note shall not be entitled to the benefits of the Indenture referred to on the reverse
hereof or be valid or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under such Indenture.



IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by
facsimile by its duly authorized officers.



	 	 	 	 	 	 	 
	Dated: ____________, 20__	 	LIBERTY PROPERTY LIMITED
PARTNERSHIP, as Issuer	 	 
	 
	 	 	 	 	 	 
	 	 	By: LIBERTY PROPERTY TRUST,
not individually but as General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 
	Dated: ___________________	 	U.S. BANK NATIONAL ASSOCIATION, 

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







 


-3-









 







[FORM OF REVERSE OF NOTE]




LIBERTY PROPERTY LIMITED PARTNERSHIP




______%___________ Notes due____




This security is one of a duly authorized issue of debentures, notes, bonds or other evidences
of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under an Indenture dated as of September
 _____, 2010 (the
“Indenture”), between the Issuer and U.S. Bank National Association, as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture with respect to the series
of Securities of which this Note is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities may be issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may bear interest (if any)
at different rates, may be subject to different redemption provisions (if any), and may otherwise
vary provided in the Indenture. This Security is one of a series designated on the first page
hereof, limited in aggregate principal amount to $_____.



In case an Event of Default with respect to Securities of this series shall have occurred and
be continuing, the principal of, and premium or Make-Whole Amount, if any, may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect, and subject to
the conditions provided in the Indenture.



As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder
shall have previously given written notice to the Trustee of a continuing Event of Default with
respect to the Outstanding Securities of this series, (ii) the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as
Trustee, (iii) such Holder or Holders have offered reasonable indemnity to the Trustee against the
costs, expenses and liabilities to be incurred in compliance with such request, (iv) the Trustee
shall have failed to institute any such proceeding for 60 days after its receipt of such notice,
request and offer of indemnity and (v) the Trustee shall not have received from the Holders of a
majority in principal amount of Outstanding Securities of this series a direction inconsistent with
such request.


 


 









 





The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding affected thereby. The Indenture
also contains provisions permitting the Holders of at least a majority in principal amount of
the Securities of such series Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders
of this Security shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium or Make-Whole Amount, if any, and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Issuer in any Place of Payment where
the principal of, premium or Make-Whole Amount, if any, on, and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.



No service charge shall be made for any registration of transfer or exchange of Securities of
this series, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. [In no event shall the Issuer be required to
pay any Additional Amounts as contemplated by the Indenture.]



Prior to due presentment of this Security for registration of transfer, the Issuer, the
Trustee, and any authorized agent of the Issuer or the Trustee may treat the Person in whose name
this Security is registered as the absolute owner of this Security (whether or not this Security
shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all other purposes, and none
of the Issuer, the Trustee or any authorized agent of the Issuer or the Trustee shall be affected
by any notice to the contrary.


 


-2-









 





Notwithstanding anything contained herein or in the Indenture to the contrary, no recourse
under or upon any obligation, covenant or agreement contained in the Indenture or in this Security,
or because of any indebtedness evidenced thereby (including without limitation, any obligation or
indebtedness relating to the principal of, or premium or Make-Whole Amount,
if any, interest or any other amounts due, or claimed to be due, on this Security), or for any
claim based thereon or otherwise in respect thereof, shall be had (i) against the Trust or any
other partner in the Issuer, (ii) against any person which owns an interest, directly or
indirectly, in any partner in the Issuer or (iii) against any promoter, as such, or against any
past, present or future stockholder, partner, officer or director, as such, of the Issuer or of any
successor, either directly or through the Issuer or any successor, under any rule of law, statute
or constitutional provisions or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance
of this Security by the Holder thereof and as part of the consideration for the issue of the
Securities of this series. The Holder of this Security acknowledges by acceptance of this Security
that its sole remedies under the Indenture for any Default by the Issuer in the payment of the
principal of, or any premium or Make-Whole Amount, if any, interest or any amounts due, or claimed
to be due, on this Security, or otherwise, are limited to claims against the property of the Issuer
as provided in Sections 111 and 503 of the Indenture.



THE INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE,
EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused “CUSIP” numbers to be printed on the Securities of this series as
a convenience to the Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the
other identification numbers printed hereon.



Terms used herein that are defined in the Indenture shall have the respective meanings
assigned them in the Indenture.




 


-3-











 





ABBREVIATIONS




The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 
	TEN COMM

	 	—
	 	as tenants in common
	 	UNIF GIFT MIN ACT
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	
 _____ 

Custodian
 _____ 


	JT TEN

	 	—
	 	as joint tenants with right
	 	(Cust)                       (Minor)
	 

	 	 	 	of survivorship and not as
	 	Under Uniform Gifts to
	 

	 	 	 	tenants in common
	 	Act
 _____ 

State






Additional abbreviations may also be used though not in the above list.




 







Social Security or taxpayer I.D. or other identifying number of assignee.





 






FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________






 
(name and address of assignee)




the within Note and all rights thereunder, hereby irrevocably constituting and appointing

 _____, attorney to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.



Dated: ________________






 







Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank,
stockbroker, savings and loan association or credit union meeting the requirements of the
Registrar, which requirements include membership or participation in the Securities Transfer Agents
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.