exv4w1






Exhibit 4.1




ALLEGHANY CORPORATION




AND



THE BANK OF NEW YORK MELLON



 





INDENTURE



DATED AS OF



______________, 2010



DEBT SECURITIES

(SENIOR DEBT)






 









 







Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of
_____________, 2010




	 	 	 
	SECTIONS OF TRUST INDENTURE ACT OF 1939	 	SECTION(S) OF INDENTURE
	Section 310 (a)(1)
	 	609

	(a)(2)
	 	609

	(a)(3)
	 	Not Applicable

	(a)(4)
	 	Not Applicable

	(b).
	 	608, 610

	Section 311 (a)
	 	613

	(b)
	 	613

	(c)
	 	Not Applicable

	Section 312 (a)
	 	701, 702(a)

	(b)
	 	702(b)

	(c)
	 	702(c)

	Section 313 (a)
	 	703(a)

	(b)
	 	703(b)

	(c)
	 	703(c)

	(d)
	 	703(d)

	Section 314 (a)
	 	704, 1005

	(b)
	 	Not Applicable

	(c)(1)
	 	103

	(c)(2)
	 	103

	(c)(3)
	 	Not Applicable

	(d)
	 	Not Applicable

	(e)
	 	103

	Section 315 (a)
	 	601(a)

	(b)
	 	602

	(c)
	 	601(b)

	(d)
	 	601(c)

	(d)(1)
	 	601(a)(1)

	(d)(2)
	 	601(c)(2)

	(d)(3)
	 	601(c)(3)

	(e)
	 	514

	Section 316 (a)(1)(A)
	 	502, 512

	(a)(1)(B)
	 	513

	(a)(2)
	 	Not Applicable

	(a)(last sentence)
	 	101

	(b)
	 	508

	Section 317 (a)(1)
	 	503

	(a)(2)
	 	504

	(b)
	 	1003

	Section 318 (a)
	 	108







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









-i- 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	RECITALS OF THE COMPANY	 	 	1	 
	 	 	 
	 	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	   SECTION 101.	 	DEFINITIONS
	 	 	1	 
	   SECTION 102.	 	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
	 	 	7	 
	   SECTION 103.	 	COMPLIANCE CERTIFICATES AND OPINIONS
	 	 	8	 
	   SECTION 104.	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	8	 
	   SECTION 105.	 	ACTS OF HOLDERS; RECORD DATES
	 	 	9	 
	   SECTION 106.	 	NOTICES, ETC., TO TRUSTEE AND COMPANY
	 	 	10	 
	   SECTION 107.	 	NOTICE TO HOLDERS; WAIVER
	 	 	11	 
	   SECTION 108.	 	CONFLICT WITH TRUST INDENTURE ACT
	 	 	11	 
	   SECTION 109.	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	12	 
	   SECTION 110.	 	SUCCESSORS AND ASSIGNS
	 	 	12	 
	   SECTION 111.	 	SEPARABILITY CLAUSE
	 	 	12	 
	   SECTION 112.	 	BENEFITS OF INDENTURE
	 	 	12	 
	   SECTION 113.	 	GOVERNING LAW; WAIVER OF JURY TRIAL
	 	 	12	 
	   SECTION 114.	 	LEGAL HOLIDAYS
	 	 	12	 
	   SECTION 115.	 	CORPORATE OBLIGATION
	 	 	13	 
	   SECTION 116.	 	FORCE MAJEURE
	 	 	13	 
	 	 	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS	 	 	13	 
	   SECTION 201.	 	FORMS GENERALLY
	 	 	13	 
	   SECTION 202.	 	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 	14	 
	   SECTION 203.	 	SECURITIES IN GLOBAL FORM
	 	 	14	 
	 	 	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES	 	 	17	 
	   SECTION 301.	 	AMOUNT UNLIMITED; ISSUABLE IN SERIES
	 	 	17	 
	   SECTION 302.	 	DENOMINATIONS
	 	 	19	 
	   SECTION 303.	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	20	 
	   SECTION 304.	 	TEMPORARY SECURITIES
	 	 	21	 
	   SECTION 305.	 	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
	 	 	21	 
	   SECTION 306.	 	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES
	 	 	22	 
	   SECTION 307.	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
	 	 	23	 
	   SECTION 308.	 	PERSONS DEEMED OWNERS
	 	 	24	 
	   SECTION 309.	 	CANCELLATION
	 	 	25	 
	   SECTION 310.	 	COMPUTATION OF INTEREST
	 	 	25	 
	   SECTION 311.	 	CUSIP NUMBERS
	 	 	25	 






-ii- 









 




TABLE OF CONTENTS





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	 	 	25	 
	   SECTION 401.	 	SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	25	 
	   SECTION 402.	 	APPLICATION OF TRUST MONEY
	 	 	27	 
	   SECTION 403.	 	DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES
	 	 	27	 
	   SECTION 404.	 	REINSTATEMENT
	 	 	28	 
	 	 	 
	 	 	 	 
	ARTICLE FIVE REMEDIES	 	 	29	 
	   SECTION 501.	 	EVENTS OF DEFAULT
	 	 	29	 
	   SECTION 502.	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	30	 
	   SECTION 503.	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE
	 	 	32	 
	   SECTION 504.	 	TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	32	 
	   SECTION 505.	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS
	 	 	33	 
	   SECTION 506.	 	APPLICATION OF MONEY COLLECTED
	 	 	33	 
	   SECTION 507.	 	LIMITATION ON SUITS
	 	 	34	 
	   SECTION 508.	 	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND INTEREST
	 	 	35	 
	   SECTION 509.	 	RESTORATION OF RIGHTS AND REMEDIES
	 	 	35	 
	   SECTION 510.	 	RIGHTS AND REMEDIES CUMULATIVE
	 	 	35	 
	   SECTION 511.	 	DELAY OR OMISSION NOT WAIVER
	 	 	36	 
	   SECTION 512.	 	CONTROL BY HOLDERS
	 	 	36	 
	   SECTION 513.	 	WAIVER OF PAST DEFAULTS
	 	 	36	 
	   SECTION 514.	 	UNDERTAKING FOR COSTS
	 	 	37	 
	   SECTION 515.	 	WAIVER OF STAY OR EXTENSION LAWS
	 	 	37	 
	 	 	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE	 	 	37	 
	   SECTION 601.	 	CERTAIN DUTIES AND RESPONSIBILITIES
	 	 	37	 
	   SECTION 602.	 	NOTICE OF DEFAULTS
	 	 	38	 
	   SECTION 603.	 	CERTAIN RIGHTS OF TRUSTEE
	 	 	39	 
	   SECTION 604.	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES
	 	 	40	 
	   SECTION 605.	 	MAY HOLD SECURITIES
	 	 	41	 
	   SECTION 606.	 	MONEY HELD IN TRUST
	 	 	41	 
	   SECTION 607.	 	COMPENSATION AND REIMBURSEMENT
	 	 	41	 
	   SECTION 608.	 	DISQUALIFICATION; CONFLICTING INTERESTS
	 	 	42	 
	   SECTION 609.	 	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	42	 
	   SECTION 610.	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	43	 
	   SECTION 611.	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	44	 






-iii- 









 




TABLE OF CONTENTS





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	   SECTION 612.	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	45	 
	   SECTION 613.	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	45	 
	   SECTION 614.	 	APPOINTMENT OF AUTHENTICATING AGENT
	 	 	46	 
	 	 	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	47	 
	   SECTION 701.	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS
	 	 	47	 
	   SECTION 702.	 	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS
	 	 	48	 
	   SECTION 703.	 	REPORTS BY TRUSTEE
	 	 	48	 
	   SECTION 704.	 	REPORTS BY COMPANY
	 	 	49	 
	 	 	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	49	 
	   SECTION 801.	 	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS
	 	 	49	 
	   SECTION 802.	 	SUCCESSOR PERSON SUBSTITUTED
	 	 	50	 
	 	 	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	 	 	50	 
	   SECTION 901.	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	50	 
	   SECTION 902.	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	51	 
	   SECTION 903.	 	EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	52	 
	   SECTION 904.	 	EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	52	 
	   SECTION 905.	 	CONFORMITY WITH TRUST INDENTURE ACT
	 	 	53	 
	   SECTION 906.	 	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES
	 	 	53	 
	 	 	 
	 	 	 	 
	ARTICLE TEN COVENANTS	 	 	53	 
	   SECTION 1001.	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
	 	 	53	 
	   SECTION 1002.	 	MAINTENANCE OF OFFICE OR AGENCY
	 	 	53	 
	   SECTION 1003.	 	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST
	 	 	54	 
	   SECTION 1004.	 	EXISTENCE
	 	 	55	 
	   SECTION 1005.	 	STATEMENT BY OFFICERS AS TO DEFAULT
	 	 	55	 
	   SECTION 1006.	 	WAIVER OF CERTAIN COVENANTS
	 	 	55	 
	   SECTION 1007.	 	ADDITIONAL AMOUNTS
	 	 	56	 
	 	 	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	 	 	56	 
	   SECTION 1101.	 	APPLICABILITY OF ARTICLE
	 	 	56	 
	   SECTION 1102.	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE
	 	 	57	 
	   SECTION 1103.	 	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED
	 	 	57	 
	   SECTION 1104.	 	NOTICE OF REDEMPTION
	 	 	57	 
	   SECTION 1105.	 	DEPOSIT OF REDEMPTION PRICE
	 	 	58	 






-iv- 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	   SECTION 1106.	 	SECURITIES PAYABLE ON REDEMPTION DATE
	 	 	58	 
	   SECTION 1107.	 	SECURITIES REDEEMED IN PART
	 	 	59	 
	   SECTION 1108.	 	PURCHASE OF SECURITIES
	 	 	59	 
	 	 	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS	 	 	59	 
	   SECTION 1201.	 	APPLICABILITY OF ARTICLE
	 	 	59	 
	   SECTION 1202.	 	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES
	 	 	59	 
	   SECTION 1203.	 	REDEMPTION OF SECURITIES FOR SINKING FUND
	 	 	60	 
	 	 	 
	 	 	 	 
	ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES	 	 	60	 
	   SECTION 1301.	 	PURPOSES FOR WHICH MEETINGS MAY BE CALLED
	 	 	60	 
	   SECTION 1302.	 	CALL, NOTICE AND PLACE OF MEETINGS
	 	 	60	 
	   SECTION 1303.	 	PERSONS ENTITLED TO VOTE AT MEETINGS
	 	 	61	 
	   SECTION 1304.	 	QUORUM; ACTION
	 	 	61	 
	   SECTION 1305.	 	DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS
	 	 	62	 
	   SECTION 1306.	 	COUNTING VOTES AND RECORDING ACTION OF MEETINGS
	 	 	62	 







-v- 











 





          INDENTURE, dated as of ____________, 2010 between ALLEGHANY CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 7 Times Square Tower, New York, New York 10036, and THE BANK OF NEW
YORK MELLON, as Trustee (herein called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.



     This Indenture is subject to the provisions of the Trust Indenture Act and the rules and
regulations of the Commission promulgated thereunder that are required to be part of this Indenture
and, to the extent applicable, shall 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 or of series thereof, 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 accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles in the United States, and, except as
otherwise herein expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted in the United States at the date of such computation; and




 









 








          (3) 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.




     Certain terms, used principally in Article Six, are defined in Section 102.



     “Act,” when used with respect to any Holder, has the meaning specified in Section 105.



     “Additional Amounts” means any additional amounts that are required by the express terms of a
Security or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant
thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental
charges imposed on certain Holders and that are owing to such Holders.



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



     “Agent Members” has the meaning specified in Section 203.



     “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee pursuant to Section 614 to authenticate Securities of one or more series.



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



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



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



     “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any time



-2-









 




after the 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 at such
time.




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



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



     “Conversion Event” has the meaning specified in Section 501.



     “Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located at 101
Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration,
or such other address as the Trustee may designate from time to time by notice to the Holders and
the Company, or the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to the Holders and the
Company).



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



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person designated as Depositary by the Company pursuant to Section
301 with respect to the Securities of such series until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall
mean or include each Person who is then a Depositary hereunder, and if at anytime there is more
than one such Person, “Depositary” as used with respect to the Securities of any series shall mean
the Depositary with respect to the Securities of that series.



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



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



     “Exchange Rate” has the meaning specified in Section 501.



     “Holder,” when used with respect to any Security, means the Person in whose name the Security
is registered in the Security Register.



     “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



-3-









 




established as contemplated by Section 301 and the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument.




     “Interest,” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.



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



     “Judgment Currency” has the meaning specified in Section 506.



     “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, call for redemption or otherwise.



     “Obligor,” on the Securities of any series means the Company with respect to such Securities
and any successor obligor upon the Securities of such series.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the President or a Vice President, and by the Chief Financial Officer,
Treasurer, the Controller, the Secretary or an Assistant Treasurer, Assistant Controller or
Assistant Secretary, of the Company, and delivered to the Trustee, which certificate shall comply
with Section 103 hereof.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee
of the Company, rendered, if applicable, in accordance with Section 314(c) of the Trust Indenture
Act, which opinion shall comply with Section 103 hereof.



     “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 of a series, means, as of the date of
determination, all Securities of such series theretofore authenticated and delivered under this
Indenture, EXCEPT:




	 	(i)	 	Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;
	 
	 	(ii)	 	Securities for whose payment or redemption money in the necessary amount has
been theretofore irrevocably 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; PROVIDED
that, if such Securities are to be redeemed, notice of




-4-









 






	 	 	 	such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and






	 	(iii)	 	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 whether a quorum is present at a meeting of Holders of Securities, (a) the
principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section 502, (b) the
principal amount of a Security denominated in a foreign currency shall be the U.S. dollar
equivalent, determined by the Company on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the amount determined
as provided in (a) above), of such Security and (c) 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 relying upon any such request, demand, authorization, direction, notice, consent or
waiver or upon any such determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.




     “Paying Agent” means any Person, which may include the Company, authorized by the Company to
pay the principal of (and premium, if any) and interest on or Additional Amounts with respect to
any one or more series of Securities on behalf of the Company.



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



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on and any Additional Amounts with
respect to the Securities of that series are payable as specified in accordance with Section 301
subject to the provisions of Section 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,



-5-









 




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 shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.




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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 301, or, if not
so specified, the last day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment Date is the first day
of a calendar month, whether or not such day shall be a Business Day.



     “Required Currency” has the meaning specified in Section 506.



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



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



     “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, acting in its capacity as custodian with respect to the
Securities of such series, or any successor entity thereto.



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



     “Special Record Date” for the payment of any Defaulted Interest on the Securities of 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 as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable.



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the



-6-









 




Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.




     “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, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



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



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



     “United States Alien” means any Person who, for United States federal income tax purposes, is
a foreign corporation, a non-resident alien individual, a non-resident alien or foreign fiduciary
of an estate or trust, or a foreign partnership.



     “U.S. Government Obligations” has the meaning specified in Section 401.



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



     “Yield to Maturity,” when used with respect to any Original Issue Discount Security, means the
yield to maturity, if any, set forth on the face thereof.



SECTION 102. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.




     Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act
terms used in this Indenture have the following meanings:



     “Bankruptcy Act” means the Bankruptcy Act or Title 11 of the United States Code.



     “indenture securities” means the Securities.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



     “obligor” on the indenture securities means the Company or any other obligor on the
Securities.



-7-









 





     All terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust
Indenture Act reference to another statute or defined by Commission rule under the Trust Indenture
Act and not otherwise defined herein have the meanings assigned to them therein.



SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS.




     Except as otherwise expressly provided by this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any
(including any covenants the compliance with which constitutes a condition precedent) 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 (including any
covenants the compliance with which constitutes a condition precedent) 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 shall include:



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




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




SECTION 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.




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



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such



-8-









 




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




     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 105. ACTS OF HOLDERS; RECORD DATES.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by
an agent duly appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record thereof 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
and so voting at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding of any Person of a Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and 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 1306.




     The Company may set in advance a record date for purposes of determining the identity of
Holders of Securities entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture. If a record date is fixed, those Persons who were Holders of
Outstanding Securities at the close of business on such record date (or their duly designated
proxies), and only those Persons, shall be entitled with respect to such Securities to take such
action by vote or consent or to revoke any vote or consent previously given, whether or not such
Persons continue to be Holders after such record date. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice thereof to be given
to the Trustee in writing in the manner provided in Section 106 and to the relevant Holders as set
forth in Section 107.



          (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 bylaw 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






-9-









 







the execution of any such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.




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




          (d) 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 or the Company
in reliance thereon, whether or not notation of such action is made upon such Security. Any Holder
or subsequent Holder may revoke the request, demand, authorization, direction, notice, consent or
other Act as to his Security or portion of his Security; PROVIDED, HOWEVER, that such revocation
shall be effective only if the Trustee receives the notice of revocation before the date the Act
becomes effective.




SECTION 106. NOTICES, ETC., TO TRUSTEE AND COMPANY.




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




(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing and delivered in person or mailed by
first-class mail (postage prepaid) or overnight air courier guaranteeing next day delivery
to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, 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 or overnight air courier guaranteeing next day delivery, 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 subsequently furnished in writing to the Trustee by
the Company, Attention: Corporate Secretary.



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



     Any notice or communication to a Holder shall be mailed by first class mail (postage prepaid),
or by overnight air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. The Trustee agrees to accept and act upon instructions or directions
pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar
unsecured electronic methods, provided, however, that the Trustee shall have
received an incumbency certificate listing persons designated to give such instructions or



-10-









 




directions and containing specimen signatures of such designated persons, which such
incumbency certificate shall be amended and replaced whenever a person is to be added or deleted
from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Trustee in its discretion elects to act upon
such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly
from the Trustee’s reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written instruction. The Company
agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk or interception and misuse by third parties.




SECTION 107. NOTICE TO HOLDERS; WAIVER.




     Where this Indenture provides for notice to Holders of Securities of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the address of such Holder
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 case by reason of the suspension of regular mail service, or by reason of any other cause
it shall be impracticable to give such notice to Holders of Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case in which notice to Holders of Securities is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder of a Security, shall affect the sufficiency of such notice with respect to
other Holders of Securities.



     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 108. CONFLICT WITH TRUST INDENTURE ACT.




     If any provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or another provision hereof which is required to be included in this Indenture by any
of the provisions of the Trust Indenture Act, such provision of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the former provision shall be deemed to apply
to this Indenture as so modified or to be excluded.



-11-









 





SECTION 109. 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 110. SUCCESSORS AND ASSIGNS.




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



SECTION 111. SEPARABILITY CLAUSE.




     In case any provision in this Indenture or in the Securities 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 112. BENEFITS OF INDENTURE.




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



SECTION 113. GOVERNING LAW; WAIVER OF JURY TRIAL.




          (a) This Indenture and the Securities shall be governed by and construed in accordance with
the laws of the State of New York, but without giving effect to applicable principles of conflicts
of law to the extent the application of the laws of another jurisdiction would be required thereby.




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




SECTION 114. LEGAL HOLIDAYS.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of principal and interest (and premium
and Additional Amounts, 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 or Redemption Date, or at the Stated Maturity, PROVIDED that
no interest shall accrue with respect to such payment for the period



-12-









 




from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.




SECTION 115. CORPORATE OBLIGATION.




     No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the
capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any
predecessor or successor of the Company or the Trustee with respect to the Company’s obligations on
the Securities or the obligations of the Company or the Trustee under this Indenture or any
certificate or other writing delivered in connection herewith.



SECTION 116. FORCE MAJEURE




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



ARTICLE TWO




SECURITY FORMS



SECTION 201. FORMS GENERALLY.




     The Securities of each series shall be in fully registered form and in substantially such form
or forms (including temporary or permanent global form) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form thereof shall be established
as provided in the preceding sentence. A copy of the Board Resolution establishing the form or
forms of Securities of any series (or any such temporary global Security), including a copy of the
approved form of Securities, shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 303 for the authentication and delivery of such Securities (or any such temporary global
Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution thereof.



-13-









 





SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.




     The Trustee’s certificate of authentication shall be in substantially the following form:
“This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture. THE BANK OF NEW YORK MELLON, AS TRUSTEE By AUTHORIZED SIGNATORY.”



SECTION 203. SECURITIES IN GLOBAL FORM.




     If Securities of a series are issuable in global form, as contemplated by Section 301, then,
notwithstanding clause (10) 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 from time to
time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced 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 written instructions given
by such Person or Persons as shall be specified in such Security or in a Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon written instructions given by the Person or Persons
specified in such Security or in the applicable Company Order. With respect to the Securities of
any series that are represented by a Security in global form, the Company authorizes the execution
and delivery by the Trustee of a letter of representation or other similar agreement or instrument
in the form customarily provided for by the Depositary appointed with respect to such global
Security. Any Security in global form may be deposited with the Depositary or its nominee, or may
remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate
Agreement or similar agreement between the Trustee and the Depositary.



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Security issued in global form held on their behalf by the
Depositary, or the Security Custodian as its custodian, or under such global Security, and the
Depositary may be treated by the Company, the Security Custodian and any agent of the Company or
the Trustee as the absolute owner of such global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in
global form may grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action that a Holder of such
series is entitled to take under this Indenture or the Securities of such series and (ii) nothing
herein shall prevent the Company, the Security Custodian or any agent of the Company or the
Security Custodian, from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a beneficial owner of any
Security.



-14-









 





     Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a permanent global Security are 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, then without unnecessary delay
but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal
amount equal to the principal amount of such permanent global Security, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered from time to time in accordance with written instructions given to
the Trustee and the Depositary by the Depositary or such other depositary as shall be specified in
the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to
be exchanged, in whole or in part, for definitive Securities of the same series without charge and
the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global
Security, a like aggregate principal amount of other definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such permanent global Security to be
exchanged; PROVIDED, HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series is to be redeemed and
ending on the relevant Redemption Date. Promptly following any such exchange in part, such
permanent global Security marked to evidence the partial exchange shall be returned by the Trustee
to the Depositary or such other depositary referred to above in accordance with the instructions of
the Company referred to above. If a definitive 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 before the opening of
business at such office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of such Security, but will be
payable on such Interest Payment Date or proposed 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.



     Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301,
transfers of a Security issued in global form shall be limited to transfers of such global Security
in whole, but not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Security issued in global form may be transferred in accordance
with the rules and procedures of the Depositary. Securities of any series shall be transferred to
all beneficial owners of a global Security of such series in exchange for their beneficial
interests in that global Security if, and only if, either (1) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for the global Security of such series and
a successor Depositary is not appointed by the Company within 90 days of such notice, (2) an Event
of Default has occurred with respect to such series and is continuing and the Security Registrar
has received a request from the Depositary or the Trustee to issue Securities of such series in
lieu of all or a portion of that global Security (in which case the Company shall



-15-









 




deliver Securities of such series within 30 days of such request) or (3) the Company determines not
to have the Securities of such series represented by a global Security.




     In connection with any transfer of a portion of the beneficial interest in a global Security
of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall
reflect on its books and records the date and a decrease in the principal amount of the global
Security of that series in an amount equal to the principal amount of the beneficial interest in
the global Security of that series to be transferred, and the Company shall execute, and the
Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that
series shall authenticate and deliver, one or more Securities of the same series of like tenor and
amount.



     In connection with the transfer of all the beneficial interests in a global Security of any
series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the global Security, an equal aggregate principal amount of Securities of
that series of authorized denominations. Neither the Company nor the Trustee will have any
responsibility or liability for any aspect of the records relating to, or payments made on account
of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any
records of the Depositary relating to such Securities.



     Neither the Company nor the Trustee shall be liable for any delay by the related global
Security Holder or the Depositary in identifying the beneficial owners, and each such Person may
conclusively rely on, and shall be protected in relying on, instructions from such global Security
Holder or the Depositary for all purposes (including with respect to the registration and delivery,
and the respective principal amounts, of the Securities to be issued).



     The provisions of the last sentence of Section 303 shall apply to any 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
103 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 Sections 201 and 307, unless otherwise specified as
contemplated by Section 301, payment of principal of (and premium, if any) and interest on and any
Additional Amounts with respect to any Security in permanent global form shall be made to the
Person or Persons specified therein.



     Global Securities may be issued in either temporary or permanent form. Permanent global
Securities will be issued in definitive form.



-16-









 





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 or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series,




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




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




     (3) 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,
and, if so, whether beneficial owners of interests in any such 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 203, and the Depositary for any global Security or Securities
of such series;




     (4) the manner in which any interest payable on a temporary global Security on any
Interest Payment Date will be paid if other than in the manner provided in Section 304;




     (5) the date or dates on which the principal of (and premium, if any, on) the Securities
of the series is payable or the method of determination thereof;




     (6) the rate or rates, or the method of determination thereof, at which the Securities of
the series shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable and,
if other than as set forth in Section 101, the Regular Record Date for the interest payable on
any Securities on any Interest Payment Date;




     (7) the place or places where, subject to the provisions of Section 1002, the principal
of (and premium, if any), any interest on and any Additional Amounts with respect to the
Securities of the series shall be payable;



-17-









 






     (8) the period or periods within which, the price or prices (whether denominated in cash,
securities or otherwise) at which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Company, if the Company is
to have that option, and the manner in which the Company must exercise any such option if
different from those set forth herein;




     (9) the obligation, if any, of the Company to redeem or purchase Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and
the period or periods within which, the price or prices (whether denominated in cash,
securities or otherwise) at which and the terms and conditions upon which Securities of the
series shall be redeemed or purchased in whole or in part pursuant to such obligation;




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




     (11) the currency or currencies (including composite currencies) if other than Dollars,
or the form, including equity securities, other debt securities (including Securities),
warrants or any other securities or property of the Company or any other Person, in which
payment of the principal of (and premium, if any), and interest on and any Additional Amounts
with respect to the Securities of the series shall be payable, all of which shall be
acceptable to the Trustee;




     (12) if the principal of (and premium, if any) or interest on or any Additional Amounts
with respect to the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a currency or currencies (including composite currencies) other than
that in which the Securities are stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of (and premium, if any) and interest
on, and any Additional Amounts with respect to, Securities of such series as to which such
election is made shall be payable, and the periods within which and the terms and conditions
upon which such election is to be made, all of which shall be acceptable to the Trustee;




     (13) if the amount of payments of principal of (and premium, if any), any interest on and
any Additional Amounts with respect to the Securities of the series may be determined with
reference to any commodities, currencies or indices, values, rates or prices or any other
index or formula, the manner in which such amounts shall be determined, all of which shall be
acceptable to the Trustee;




     (14) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 502;




     (15) any additional means of satisfaction and discharge of this Indenture with respect to
Securities of the series pursuant to Section 401, any additional conditions to discharge
pursuant to Section 401 or 403 and the application, if any, of Section 403;



-18-









 






     (16) any deletions or modifications of or additions to the definitions set forth in
Section 101, the Events of Default set forth in Section 501 or covenants of the Company set
forth in Article Ten pertaining to the Securities of the series;




     (17) if the Securities of the series are to be convertible into or exchangeable for
equity securities, other debt securities (including Securities), warrants or any other
securities or property of the Company or any other Person, at the option of the Company or the
Holder or upon the occurrence of any condition or event, the terms and conditions for such
conversion or exchange;




     (18) whether the Securities of the initial series shall be issued upon a senior
subordinated basis and, if so, the subordination provisions applicable to such series and to
any other series that may be issued thereafter; and




     (19) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



     At the option of the Company, and with the consent of the Trustee, interest on the Securities
of any series that bears interest may be paid by mailing a check to the address of any Holder as
such address shall appear in the Security Register.



     If any
of the terms of the Securities of any series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action together with such Board Resolution
shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the
Securities of such series.



SECTION 302. DENOMINATIONS.




     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiple thereof. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon buying rate in The City of New
York for cable transfers for such currency, as such rate is reported or otherwise made available by
the Federal Reserve Bank of New York, on the applicable issue date for such Securities, of $1,000
and any integral multiple thereof.



-19-









 





SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.




     The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Treasurer or one of its Vice Presidents. The signature
of any of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series 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 as in this Indenture provided and not otherwise.



     If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions or any other method permitted by Sections 201 and 301, 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 Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,




          (a) if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in conformity with
the provisions of this Indenture;




          (b) if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and




          (c) that such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute legal, valid and binding obligations of the Company, enforceable in accordance
with their terms, except as such enforcement is subject to the effect of (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting
creditors’ rights and (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


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 or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.




     Each Security shall be dated the date of its authentication.



-20-









 





     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security, a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. 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 103 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.




     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 and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Company executing such Securities may determine, as evidenced by
their execution of such Securities.



     Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), 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, 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. 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.



     All Outstanding 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.



SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.




     The Company shall cause to be kept for each series of Securities at one of the offices or
agencies maintained pursuant to Section 1002 a register (the register maintained in such office and
in any other office or agency of the Company in a Place of Payment being herein sometimes



-21-









 




collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities of such series. The Trustee is hereby initially appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein
provided.




     Except as set forth in Section 203 or as may be provided pursuant to Section 301, upon
surrender for registration of transfer of any Security of any series at the office or agency 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 Securities of the
same series and of like tenor, of any authorized denominations and of a like aggregate principal
amount.



     At the option of the Holder, Securities of any series (except a Security in global form) may
be exchanged for other Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. 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.



     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 Security presented
or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) 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 or 1107 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of such series selected for redemption
and ending at the close of business on the day of the mailing of the relevant notice of redemption
or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.



SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.




     If any mutilated Security is surrendered to the Trustee, together with, in appropriate cases,
such security or indemnity as may be required by the Trustee to save each of the Company, the
Trustee and any agent of either of them harmless, the Company shall execute and the Trustee



-22-









 




shall authenticate and deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.




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



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



     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 fee and expenses (including reasonable attorneys’
fees and expenses) of the Trustee) connected therewith.



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



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



SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.




     Interest on any Security which 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. Unless otherwise provided with respect to the Securities of any series, payment of
interest shall be made by the Company by wire transfer, or check mailed or delivered to the address
of any Person entitled thereto, to the bank account, or address, included in the Security Register,
at the expense of the Company.



     Any interest on any Security of any series which 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 Holder 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:



-23-









 






     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the 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
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit 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 (such notice to be prepared by the Company) to
be sent to each Holder of 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. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
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).




     (2) The Company may make payment of any Defaulted Interest on the 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, each Security delivered under this
Indenture, upon registration of transfer of, in exchange for or in lieu of, any other Security,
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



SECTION 308. PERSONS DEEMED OWNERS.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company,




-24-











 




the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.




SECTION 309. CANCELLATION.




     All Securities surrendered for payment, redemption, 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. All Securities so delivered shall be promptly cancelled by
the Trustee at the written request of the Company. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee at the written request of the Company. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of as directed by a Company Order; PROVIDED that the Trustee shall not be required to
destroy such Securities.



SECTION 310. COMPUTATION OF INTEREST.




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



SECTION 311. CUSIP NUMBERS.




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



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
Securities of a series, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities
of such series, when



          (1) either





-25-









 









(A) all Securities of such series theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306, and (ii) Securities 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) with respect to all Outstanding Securities of such series not theretofore
delivered to the Trustee for cancellation, the Company has deposited or caused to be
deposited with the Trustee as trust funds, under the terms of an irrevocable escrow
agreement in form and substance satisfactory to the Trustee, money or U.S.
Government Obligations maturing as to principal and interest in such amounts and at
such times as will (together with the income to accrue thereon and without
consideration of any reinvestment thereof) be sufficient to pay and discharge (with
such delivery in trust to be for the stated purpose of paying and discharging) the
entire indebtedness on all Outstanding Securities of such series not theretofore
delivered to the Trustee for cancellation for principal (and premium and Additional
Amounts, if any) and interest to the Stated Maturity or any Redemption Date
contemplated by the penultimate paragraph of this Section, as the case may be; or




(C) the Company has properly fulfilled such other means of satisfaction and
discharge as is specified, as contemplated by Section 301, to be applicable to the
Securities of such series;



          (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company
with respect to the Outstanding Securities of such series;




          (3) the Company has complied with any other conditions specified pursuant to Section 301 to be
applicable to the discharge of Securities of such series pursuant to this Section 401;




          (4) 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 with respect to the Outstanding Securities of such
series have been complied with;




          (5) if the conditions set forth in Section 401(1)(A) have not been satisfied, and unless
otherwise specified pursuant to Section 301 for the Securities of such series, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such
series will not recognize income, gain or loss for United States federal income tax purposes as a
result of such deposit, satisfaction and discharge and will be subject to United States federal
income tax on the same amount and in the same manner and at the same time as would have been the
case if such deposit, satisfaction and discharge had not occurred; and





-26-









 








          (6) no Default or Event of Default with respect to the Securities of such issue shall have
occurred and be continuing on the date of such deposit or, insofar as clauses (5) or (6) of Section
501 are concerned, at any time in 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).




     For the purposes of this Indenture, “U.S. Government Obligations” means direct non-callable
obligations of, or non-callable obligations the payment of principal of and interest on which is
guaranteed by, the United States of America, or to the payment of which obligations or guarantees
the full faith and credit of the United States of America is pledged, or beneficial interests in a
trust the corpus of which consists exclusively of money or such obligations or a combination
thereof.



     If any Outstanding Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the escrow agreement referred to in subclause (B) of clause (1)
of this Section shall provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.



     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series pursuant to this Section 401, the obligations of the Company
to the Trustee under Section 607, the obligations to any Authenticating Agent under Section 614
and, except for a discharge pursuant to subclause (A) of clause (1) of this Section, the
obligations of the Company under Sections 305, 306, 404, 610(e), 701, 1001 and 1002 and the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.



SECTION 402. APPLICATION OF TRUST MONEY.




     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 and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal (and premium, if any) and interest and Additional
Amounts for the payment of which such money has been deposited with the Trustee.



SECTION 403. DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES.




     If this Section is specified, as contemplated by Section 301, to be applicable to Securities
of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Securities of such series, the obligation of the Company under this Indenture
and the Securities of such series to pay the principal of (and premium, if any) and interest on and
any Additional Amounts with respect to Securities of such series, shall cease, terminate and be
completely discharged and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging such satisfaction and discharge, when



-27-









 





          (1) the Company has complied with the provisions of Section 401 (other than any additional
conditions specified pursuant to Sections 301 and 401(3) and except that the Opinion of Counsel
referred to in Section 401(5) shall state that it is based on a ruling by the Internal Revenue
Service or other change since the date hereof under applicable Federal income tax law) with respect
to all Outstanding Securities of such series,




          (2) the Company has delivered to the Trustee a Company Request requesting such satisfaction
and discharge,




          (3) the Company has complied with any other conditions specified pursuant to Section 301 to be
applicable to the discharge of Securities of such series pursuant to this Section 403, and




          (4) 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 discharge
of the indebtedness on the Outstanding Securities of such series have been complied with.




     Upon the satisfaction of the conditions set forth in this Section with respect to all the
Outstanding Securities of any series, the terms and conditions of such series, including the terms
and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon,
or applicable to, the Company; PROVIDED that, the Company shall not be discharged from any payment
obligations in respect of Securities of such series which are deemed not to be Outstanding under
clause (iii) of the definition thereof if such obligations continue to be valid obligations of the
Company under applicable law or pursuant to Section 305 or 306.



SECTION 404. REINSTATEMENT




     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
deposited with respect to Securities of any series in accordance with Section 401 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture with respect to the Securities of such series and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 401; PROVIDED, HOWEVER, that if the Company has made any
payment of principal of (or premium, if any), or interest on or any Additional Amounts with respect
to any Securities because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.



-28-









 





ARTICLE FIVE




REMEDIES



SECTION 501. EVENTS OF DEFAULT.




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



          (1) default in the payment of any interest on or any Additional Amounts with respect to any
Security of that series when such interest or Additional Amounts become due and payable, and
continuance of such default for a period of 30 days; or




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




          (3) default in the deposit of any mandatory sinking fund payment, when and as due by the terms
of a Security of that series and continuance of such default for a period of 30 days; or




          (4) default in the performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of one or more series of Securities other than that series), and
continuance of such default or breach for a period of 90 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 all Outstanding Securities 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) the entry by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any
such decree or order for relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or





-29-









 








          (6) the commencement by the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it, of
a petition or answer or consent seeking reorganization or relief under any applicable Federal or
State law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or




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




     Notwithstanding the foregoing provisions of this Section 501, if the principal of (and
premium, if any) or any interest on, or Additional Amounts with respect to, any Security is payable
in a currency or currencies (including a composite currency) other than Dollars and such currency
(or currencies) is (or are) not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company (a
“Conversion Event”), the Company will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar equivalent of the
amount payable in such other currency, as determined by the Company by reference to the noon buying
rate in The City of New York for cable transfers for such currency (“Exchange Rate”), as such
Exchange Rate is certified for customs purposes by the Federal Reserve Bank of New York on the date
of such payment, or, if such rate is not then available, on the basis of the most recently
available Exchange Rate. Notwithstanding the foregoing provisions of this Section 501, any payment
made under such circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture. Promptly after the occurrence
of a Conversion Event with respect to Securities of any series, the Company shall give written
notice thereof to the Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof (such notice to be prepared by the Company) in the manner provided in Section 107 to
the Holders of such series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to Securities of any series, the Company shall give notice in the
manner provided in Section 107 to the Holders of such series, setting forth the applicable Exchange
Rate and describing the calculation of such payments. In no event shall the Trustee be responsible
for determining the Exchange Rate.



SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.




     If an Event of Default with respect to any Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of (i) the series affected by such default (in
the



-30-









 







case of an Event of Default described in clause (1), (2), (3) or (7) of Section 501)or (ii) all
series of Securities (subject to the immediately following sentence, in the case of an Event of
Default described in clause (4) of Section 501) may declare the principal amount (or, if any such
Securities are Original Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of the series affected by such
default or all series, as the case may be, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) and any accrued interest on the Outstanding Securities shall
become immediately due and payable. If an Event of Default described in clause (5) or (6) of
Section 501 shall occur, the principal amount of the Outstanding Securities of all series IPSO
FACTO shall 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
(or of all series, as the case may be) 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 (or of all series,
as the case may be), 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





(A) all overdue interest on, and any Additional Amounts with respect to, all
Securities of that series (or of all series, as the case may be),




(B) the principal of (and premium, if any, on) any Securities of that series (or of
all series, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities (in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity),




(C) to the extent that payment of such interest is lawful, interest upon overdue
interest and any Additional Amounts at the rate or rates prescribed therefor in such
Securities (in the case of Original Issue Discount Securities, the Securities’ Yield
to Maturity), 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 (or of all series, as
the case may be), other than the non-payment of the principal of Securities of that series
(or of all series, as the case may be) which have become due solely by such declaration
of



-31-









 






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 on, or any Additional
Amounts with respect to, any Security of any series when such interest or Additional Amounts shall
have become due and payable and such default continues for a period of 30 days, or




          (2) default is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof,



the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal (and premium, if
any) and interest and Additional Amounts and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue
interest and Additional Amounts, at the rate or rates prescribed therefor in such Securities (or in
the case of Original Issue Discount Securities, the Securities’ Yield to Maturity), 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, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the
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, wherever situated.



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



-32-









 







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 (and premium, if any), interest
or any Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or
otherwise,




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




          (ii) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same after deduction of its charges and expenses to the
extent such charges and expenses are not paid out of the estate in any such proceeding;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.




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



SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS.




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



SECTION 506. APPLICATION OF MONEY COLLECTED.




     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any), interest or any Additional Amounts, upon



-33-









 







presentation of
the Securities, 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 under Section 607;




     SECOND: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on and any Additional Amounts with respect to the Securities
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 amounts due and payable on such
Securities for principal (and premium, if any), interest and Additional Amounts,
respectively; and




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



     To the fullest extent allowed under applicable law, if for the purpose of obtaining judgment
against the Company in any court it is necessary to convert the sum due in respect of the principal
of (or premium, if any) or interest on or any Additional Amounts with respect to the Securities of
any series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the New York Business Day next preceding that on which final judgment
is given. Neither the Company nor the Trustee shall be liable for any shortfall nor shall it
benefit from any windfall in payments to Holders of Securities under this Section caused by a
change in exchange rates between the time the amount of a judgment against it is calculated as
above and the time the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section to Holders of Securities, but payment of such judgment shall discharge
all amounts owed by the Company on the claim or claims underlying such judgment.



SECTION 507. LIMITATION ON SUITS.




     Subject to Section 508, no Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless




          (1) an Event of Default with respect to Securities of such series shall have occurred
and be continuing and such Holder has previously given written notice to the Trustee of such
continuing Event of Default;




          (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 reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request;



-34-









 






          (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 (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such actions are unduly prejudicial to 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 of such Holders.




SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND INTEREST.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on and any Additional Amounts with respect
to such Security on the Stated Maturity or Maturities expressed in such Security (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 or affected without the consent of such Holder.



SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.




     If the Trustee or any Holder of any Security has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, then and in every such case the Company, the Trustee and the Holders 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 in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders 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.



-35-









 





SECTION 511. DELAY OR OMISSION NOT WAIVER.




     No delay or omission of the Trustee or of any Holder of any Securities 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, as the case may be.



SECTION 512. CONTROL BY HOLDERS.




     With respect to Securities of any series, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, relating to or arising under an Event of Default, and with respect to all
Securities the Holders of a majority in principal amount of all Outstanding Securities shall have
the right to direct the time, method and place of conducting any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, not relating to or arising under such an
Event of Default, PROVIDED that in each such case



          (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 not joining in such direction.




SECTION 513. WAIVER OF PAST DEFAULTS.




     The Holders of 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 waive any past default hereunder with
respect to such series and its consequences, and the Holders of a majority in principal amount of
all Outstanding Securities may on behalf of the Holders of all Securities waive any other past
default hereunder and its consequences, except in each case a default



          (1) in the payment of the principal of (or premium, if any) or interest on, or any Additional
Amounts with respect to, any Security, 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 affected.




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



-36-









 





SECTION 514. 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 an
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 of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on,
or any Additional Amounts with respect to, any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption
Date).



SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.




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



ARTICLE SIX




THE TRUSTEE



SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.




          (a) Except during the continuance of an Event of Default with respect to the Securities of any
series,




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



               (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine



-37-









 




the same to determine
whether or not they conform to the requirements of this Indenture, but shall not be required to
confirm or investigate the accuracy of mathematical calculations or other facts stated therein.




          (b) In case an Event of Default has occurred and is continuing with respect to the Securities
of any series, the Trustee shall exercise 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.




          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct,
EXCEPT that





(1) this Subsection shall not be construed to limit the effect of Subsection
(a) of this Section;




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




(3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of
the Holders of a majority in principal amount of the Outstanding Securities
of any series or of all series, determined as provided in Section 512,
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities of such
series; and




(4) no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it.



          (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.




SECTION 602. NOTICE OF DEFAULTS.




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall give notice of such default hereunder known to the Trustee to all
Holders of Securities of such series in the manner provided in Section 107, unless such default
shall have been cured or waived; PROVIDED, HOWEVER, that, except in the case of a default



-38-









 







in the
payment of the principal of (or premium, 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 Securities of such series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interest of the Holders of Securities of such series; AND PROVIDED, FURTHER, that in the
case of any default of the character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event, act or condition
which is, or after notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.



SECTION 603. CERTAIN RIGHTS OF TRUSTEE.




     Subject to the provisions of Section 601:



          (a) 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, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
parties;




          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;




          (c) 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;




          (d) the Trustee may consult with counsel of its selection 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;




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




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





-39-









 







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 at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or investigation;




          (g) 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, except for any Affiliates of
the Trustee, 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;




          (h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken 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;




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




          (j) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities and this Indenture;




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




          (l) the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.




SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.



-40-









 





SECTION 605. MAY HOLD SECURITIES.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.



SECTION 606. 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 607. COMPENSATION AND REIMBURSEMENT.




     The Company agrees




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




          (2) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the compensation and the reasonable 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 the Trustee and each of its directors, officers, employees, agents
and/or representatives for, and to hold each of them harmless against, any loss, damage,
claims, liability or expense (including taxes, other than taxes based upon or determined or
measured by the income of the Trustee) incurred without negligence or bad faith on each of
their part, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending themselves against
any claim or liability in connection with the exercise or performance of any of the
Trustee’s powers or duties hereunder.



     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, premium, if any,
or interest, if any, on, or any Additional Amounts with respect to, particular Securities.



     The Trustee shall promptly notify the Company of any claim for which the Trustee may seek
indemnity, including reasonable costs and expenses of defending itself against any claim for
liability arising from the exercise or performance of any of its powers or duties hereunder, except
to the extent any such loss, liability or expense may be attributable to its negligence or bad
faith.



-41-









 







The failure by the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder unless such failure results in the forfeiture by the Company of substantive
rights or defenses. Notwithstanding anything to the contrary contained herein, the Company shall
not be required to indemnify the Trustee hereunder for the settlement of any claim without the
Company’s prior written consent, which consent shall not be unreasonably withheld.



     Any expenses and compensation for any services rendered by the Trustee after the occurrence of
an Event of Default specified in clause (5) or (6) of Section 501 shall constitute expenses and
compensation for services of administration under all applicable federal or state bankruptcy,
insolvency, reorganization or other similar laws.



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



SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.




          (a) If the Trustee has or shall acquire any conflicting interest, as defined in this Section,
with respect to the Securities of any series, it shall, within 90 days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest or resign with respect to
the Securities of that series in the manner and with the effect hereinafter specified in this
Article.




          (b) In the event that the Trustee shall fail to comply with the provisions of Subsection (a)
of this Section with respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit by mail to all Holders of Securities of that
series, as their names and addresses appear in the Security Register, notice of such failure.




          (c) For the purposes of this Section, the term “conflicting interest” shall have the meaning
specified in Section 310(b) of the Trust Indenture Act and the Trustee shall comply with Section
310(b) of the Trust Indenture Act; PROVIDED that there shall be excluded from the operation of
Section 310(b)(1) of the Trust Indenture Act with respect to the Securities of any series any
indenture or indentures under which other securities, or certificates of interest or participation
in other securities, of the Company are outstanding, if the requirements for such exclusion set
forth in Section 310(b)(1) of the Trust Indenture Act are met. For purposes of the preceding
sentence, the optional provision permitted by the second sentence of Section 310(b)(9) of the Trust
Indenture Act shall be applicable.




SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.




     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State
or District of Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said 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



-42-









 







provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.



     The Indenture shall always have a Trustee who satisfies the requirements of Sections
310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act.



SECTION 610. 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 611.




          (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 the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.




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




          (d) If at any time:





(1) the Trustee shall fail to comply with Section 608(a) after written request
therefor by the Company or by any Holder 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 609 and shall fail to
resign after written request therefor by the Company or by any such Holder of
Securities, 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 a Board Resolution may remove the Trustee
with respect to all Securities, or (ii) subject to Section 514, any Holder 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.



-43-









 





          (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 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) and such successor Trustee or Trustees shall comply with the applicable requirements of
Section 611. If no successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company and accepted appointment in the manner required by Section 611, the
Trustee or any Holder who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.




          (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 by sending written notice of such event to all Holders of Securities
of such series as their names and addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.




SECTION 611. 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 so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its fees and expenses (including reasonable
attorneys’ fees and expenses), execute and deliver an instrument (in form and substance reasonably
satisfactory to it) 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.




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the





-44-









 







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 written
request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates.




          (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in 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 612. 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 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 shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.



SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.




     The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent indicated therein.



-45-









 





SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.




     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
issued upon original issue and upon exchange, registration of transfer or partial redemption or
pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of America, any State
thereof or the District of Columbia having a combined capital and surplus of not less than
$50,000,000 or equivalent amount expressed in a foreign currency and subject to supervision or
examination by Federal or State or District of Columbia authority or authority of
such country. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said 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. If 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 any further act on the part of the Trustee or the
Authenticating Agent.



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



-46-









 





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



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



	 	 	 	 	 
	 	[NAME OF TRUSTEE],

AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	AS AUTHENTICATING AGENT 	 
	 	 	 
	 	By:  	
 	 
	 	 	AUTHORIZED SIGNATORY.” 	 
	 	 	 	 
	 




     Notwithstanding any provision of this Section 614 to the contrary, if at any time any
Authenticating Agent appointed hereunder with respect to any series of Securities shall not also be
acting as the Security Registrar hereunder with respect to any series of Securities, then, in
addition to all other duties of an Authenticating Agent hereunder, such Authenticating Agent shall
also be obligated: (i) to furnish to the Security Registrar promptly all information necessary to
enable the Security Registrar to maintain at all times an accurate and current Security Register;
and (ii) prior to authenticating any Security denominated in a foreign currency, to ascertain from
the Company the units of such foreign currency that are required to be determined by the Company
pursuant to Section 302.



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.




     With respect to each series of Securities, the Company will furnish or cause to be furnished
to the Trustee:



          (a) semi-annually, not more than 15 days after each Regular Record Date relating to that
series (or, if there is no Regular Record Date relating to that series, on January 1 and July 1),





-47-









 







a
list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders
of that series as of such dates, 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, such list to be
dated as of a date not more than 15 days prior to the time such list is furnished; PROVIDED, that
so long as the Trustee is the Security Registrar, the Company shall not be required to furnish or
cause to be furnished such a list to the Trustee. The Company shall otherwise comply with Section
310(a) of the Trust Indenture Act.




SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of each series contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders of each series received
by the Trustee in its capacity as Security Registrar, if applicable. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The
Trustee shall otherwise comply with Section 310(a) of the Trust Indenture Act.




          (b) Holders of Securities may communicate pursuant to Section 312(b) of the Trust Indenture
Act with other Holders with respect to their rights under this Indenture or under the Securities.




          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with Section 702(b), regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b). The Company, the Trustee, the Security Registrar
and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act.




SECTION 703. REPORTS BY TRUSTEE.




          (a) Within 60 days after May 15 of each year after the execution of this Indenture, the
Trustee shall transmit by mail to Holders a brief report dated as of such May 15 that complies with
Section 313(a) of the Trust Indenture Act.




          (b) The Trustee shall comply with Section 313(b) of the Trust Indenture Act.




          (c) Reports pursuant to this Section shall be transmitted by mail as required by Sections
313(c) and 313(d) of the Trust Indenture Act:




               (1) to all Holders of Securities, as the names and addresses of such Holders appear in the
Security Register;




-48-











 





               (2) to such Holders of Securities as have, within the two years
preceding such transmissions, filed their names and addresses with the Trustee for that purpose;
and



               (3) except in the case of reports pursuant to Subsection (b) of this Section, to each Holder
of a Security whose name and address is preserved at the time by the Trustee, as provided in
Section 702(a).



          (d) A copy of each report pursuant to Subsection (a) or (b) of this Section 703 shall, at the
time of its transmission to Holders, be filed by the Trustee with each stock exchange upon which
any Securities are listed, with the Commission and with the Company. The Company will notify the
Trustee, in writing, when any Securities are listed on any stock exchange.




SECTION 704. REPORTS BY COMPANY.




     The Company shall file with the Trustee, within 15 days after the Company is required to file
the same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, and shall otherwise comply with Section 314(a) of the Trust Indenture Act.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.




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



          (1) the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on and any Additional Amounts with respect to all the Securities and the performance
of every covenant of this Indenture on the part of the Company to be performed or observed;




          (2) immediately after giving effect to such transaction, no Event of Default, and no event,
act or condition which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and




-49-









 








          (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.




SECTION 802. SUCCESSOR PERSON SUBSTITUTED.




     Upon any consolidation by the Company with or merger by the Company into any other Person or
any conveyance, transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of such lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.



ARTICLE NINE




SUPPLEMENTAL INDENTURES



SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.




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



          (1) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities; 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), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or
otherwise secure any series of the Securities or to surrender any right or power herein conferred
upon the Company; or




          (3) to add any additional Events of Default with respect to all or any series of the
Securities (and, if such Event of Default is applicable to less than all series of Securities,
specifying the series to which such Event of Default is applicable); or




          (4) 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 adversely affected by
such change in or elimination of such provision; or





-50-









 








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




          (6) 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
Section 401; PROVIDED, HOWEVER, that any such action shall not adversely affect the interest of the
Holders of Securities of such series or any other series of Securities in any material respect; or




          (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b);




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




          (9) to secure Securities pursuant to the terms thereof.




SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.




     With the consent of the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such supplemental indenture (acting as one class), by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by 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 of such
series 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 any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon,
any Additional Amounts with respect thereto or any premium payable upon the redemption
thereof, or change any obligation of the Company to pay Additional Amounts (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 change any Place of Payment where, or the coin
or currency or currencies (including composite currencies) in which, any Security or any premium or
any interest thereon or Additional Amounts with respect thereto is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date), or





-51-









 








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




          (3) modify any of the provisions of this Section, Section 512 or Section 1006, except to
increase any such percentage or to provide with respect to any particular series the right to
condition the effectiveness of any supplemental indenture as to that series on the consent of the
Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of
such series (which provision may be made pursuant to Section 301 without the consent of any Holder)
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, PROVIDED, HOWEVER, that
this clause shall not be deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section 1006, or the
deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(7).




     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.



     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.



SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall receive, and (subject to Section 601) shall be fully protected in relying upon, an
Officer’s Certificate and 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, immunities or liabilities 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 shall be bound thereby.



-52-









 





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.



ARTICLE TEN




COVENANTS



SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any), interest on and any Additional
Amounts with respect to the Securities of that series in accordance with the terms of the
Securities and this Indenture.



SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.




     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange 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 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.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; PROVIDED, HOWEVER, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company 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.



-53-









 





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
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on or any Additional Amounts with respect to any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest or any 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, in writing, of its action or failure so to act.



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



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



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




          (2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal (and premium, if any),
interest on or any Additional Amounts with respect to the Securities of that series; and




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




     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which 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 money.



     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, if any) or interest on or any Additional
Amounts with respect to any Security of any series and remaining unclaimed for three years after
such principal (and premium, if any) or interest or Additional Amounts have become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat, or



-54-









 




abandoned or
unclaimed property law, be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in The Borough of Manhattan, The City of New York,
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, unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.




SECTION 1004. 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 corporate existence.



SECTION 1005. STATEMENT BY OFFICERS AS TO DEFAULT.




     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof so long as any Security is outstanding hereunder, an
Officers’ Certificate complying with Section 314(a) of the Trust Indenture Act, stating that a
review of the activities of the Company during such year and of performance under this Indenture
has been made under the supervision of the signers thereof and whether or not to the best of their
knowledge, based upon such review, the Company is in default in the performance, observance or
fulfillment of any of its covenants and other obligations under this Indenture, and if the Company
shall be in default, specifying each such default known to them and the nature
and status thereof. One of the officers signing the Officers’ Certificate delivered pursuant to
this Section 1005 shall be the principal executive, financial or accounting officer of the Company.



     For purposes of this Section, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.



SECTION 1006. WAIVER OF CERTAIN COVENANTS.




     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Section 1004, or any covenant added for the benefit of any series of Securities as
contemplated by Section 301 (unless otherwise specified pursuant to Section 301) if before or after
the time for such compliance the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such omission (acting as one class) shall, 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 covenant or
condition shall remain in full force and effect.



-55-









 





SECTION 1007. ADDITIONAL AMOUNTS.




     If the Securities of a series expressly provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Security of any series or the net
proceeds received from 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 for in this Section to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 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. In no event shall the Trustee be
required to determine whether Additional Amounts are due or for calculating the amount thereof.



     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 shall 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 who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the Securities of that
series. If any such withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such Holders of Securities
and the Company will pay to such Paying Agent the Additional Amounts required by this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of them in reliance on
any Officers’ Certificate furnished pursuant to this Section 1007.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES



SECTION 1101. APPLICABILITY OF ARTICLE.




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



-56-









 





SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.




     Unless otherwise provided with respect to the Securities of a series as contemplated by
Section 301, the election of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 45 days prior to the Redemption Date (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.



SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.




     If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions (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 or of
the principal amount of global Securities of such series.



     The Trustee shall promptly notify the Company and the Security Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities 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 107 to each Holder of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:



          (1) the Redemption Date;




          (2) the Redemption Price;




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




-57-









 








          (4) that on the Redemption Date the Redemption Price will become due and payable upon each
such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date;




          (5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price;




          (6) that the redemption is for a sinking fund, if such is the case; and




          (7) the “CUSIP” number, if applicable. A notice of redemption as contemplated by Section 107
need not identify particular Securities to be redeemed. Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request,
by the Trustee in the name and at the expense of the Company (provided the Company shall prepare
the notice).




SECTION 1105. DEPOSIT OF REDEMPTION PRICE.




     On or before 10:00 a.m., New York, New York time, on 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 sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, and any Additional Amounts with respect to, all the
Securities which are to be redeemed on that date.



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, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest (and any Additional Amounts) to the Redemption
Date; PROVIDED, HOWEVER, that installments of interest 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 Record Dates according to
their terms and the provisions of Section 307.



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



-58-









 





SECTION 1107. SECURITIES REDEEMED IN PART.




     Any Security which is to be redeemed only in part 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 and Stated Maturity, 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.



SECTION 1108. PURCHASE OF SECURITIES.




     Unless otherwise specified as contemplated by Section 301, the Company and any Affiliate of
the Company may at any time purchase or otherwise acquire Securities in the open market or by
private agreement. Such acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Securities. Any Securities purchased or acquired
by the Company may be delivered to the Trustee and, upon such delivery, the indebtedness
represented thereby shall be deemed to be satisfied. Section 309 shall apply to all Securities so
delivered.



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 Securities of any series is herein referred to as
an “optional sinking fund payment.” Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 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 (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption), and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of



-59-









 




such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; PROVIDED that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking payment shall be reduced accordingly.




SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.




     Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to
each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivery
of or by crediting Securities of that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.



ARTICLE THIRTEEN




MEETINGS OF HOLDERS OF SECURITIES



SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.




     A meeting of Holders of Securities of any or all 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 1302. 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 1301, to be held at such time and at such place in New York, New York,
or in any other location, 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
107, not less than 20 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 aggregate principal amount of the Outstanding Securities of any series, shall



-60-









 




have
requested the Trustee for any such series to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1301, 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 30 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 New York, New York, for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in Subsection (a) of this Section.




SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.




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



SECTION 1304. QUORUM; ACTION.




     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such
series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(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 an adjourned meeting shall state expressly that Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series shall
constitute a quorum.



     Except as limited by the first 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 aggregate principal amount of the Outstanding
Securities of that series; PROVIDED, HOWEVER, that, except as limited by the first proviso to
Section 902, any resolution with respect to any request, demand, authorization, direction, notice,
consent or waiver which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage that is less than a majority in aggregate 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



-61-









 




affirmative vote of the Holders of
such specified percentage in aggregate principal amount of the Outstanding Securities of that
series.




     In the event any matter considered at a meeting of Holders of Securities is a matter upon
which pursuant to Section 902 requires the consent of Holders of a majority in principal amount of
the Outstanding Securities of all series affected thereby acting as one class, then the presence of
a quorum and the adoption of a resolution shall be by a majority in aggregate principal amount of
the Outstanding Securities of all of the affected series acting as a class.



     Except as limited by the first proviso to Section 902, any resolution passed or decision taken
at any meeting of Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series, whether or not present or
represented at the meeting.



SECTION 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.




               (a) The holding of Securities shall be proved in the manner specified in Section 105 and the
appointment of any proxy shall be proved in the manner specified in Section 105. 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 105 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 as
provided in Section 1302(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall 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 aggregate 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 and each 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 as a proxy.



               (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1302 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in aggregate 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 1306. 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



-62-









 




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 such record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1302 and, if applicable, Section 1304.
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.



* * *




     This instrument 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 instrument.



-63-









 





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



	 	 	 	 	 
	 	ALLEGHANY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: