exv4w10



 






Exhibit 4-10




INDENTURE




by and between




EXELON CORPORATION




and




Chase Manhattan Trust Company, National Association




Dated as of May 1, 2001









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I Definitions
	 	 	1	 
	SECTION 1.1. Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Securities
	 	 	4	 
	SECTION 2.1. Forms Generally
	 	 	4	 
	SECTION 2.2. Form Of Trustee’s Certificate Of Authentication
	 	 	4	 
	SECTION 2.3. Amount Unlimited; Issuable In Series
	 	 	5	 
	SECTION 2.4. Authentication And Delivery Of Securities
	 	 	6	 
	SECTION 2.5. Execution Of Securities
	 	 	8	 
	SECTION 2.6. Certificate Of Authentication
	 	 	8	 
	SECTION 2.7. Denomination And Date Of Securities; Payment Of Interest
	 	 	8	 
	SECTION 2.8. Registration, Transfer And Exchange
	 	 	9	 
	SECTION 2.9. Mutilated, Defaced, Destroyed, Lost And Stolen Securities
	 	 	10	 
	SECTION 2.10. Cancellation Of Securities; Destruction Thereof
	 	 	11	 
	SECTION 2.11. Temporary Securities
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III Covenants Of The Issuer
	 	 	12	 
	SECTION 3.1. Payment Of Principal And Interest
	 	 	12	 
	SECTION 3.2. Offices For Payments, Etc
	 	 	12	 
	SECTION 3.3. Appointment To Fill A Vacancy In Office Of Trustee
	 	 	12	 
	SECTION 3.4. Paying Agents
	 	 	12	 
	SECTION 3.5. Compliance Certificates
	 	 	13	 
	SECTION 3.6. Corporate Existence
	 	 	13	 
	SECTION 3.7. Payment Of Taxes And Other Claims
	 	 	13	 
	SECTION 3.8. The Issuer May Not Merge
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IV Securityholder Lists And Reports By The Issuer And The Trustee
	 	 	14	 
	SECTION 4.1. Issuer To Furnish Trustee Information As To Names And Addresses Of Securityholders
	 	 	14	 
	SECTION 4.2. Reports By The Issuer
	 	 	14	 
	SECTION 4.3. Reports By The Trustee
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V Remedies Of The Trustee And Securityholders On Event Of Default
	 	 	15	 
	SECTION 5.1. Event Of Default Defined, Acceleration Of Maturity; Waiver Of Default
	 	 	16	 
	SECTION 5.2. Collection Of Indebtedness By Trustee; Trustee May Prove Debt
	 	 	18	 
	SECTION 5.3. Application Of Proceeds
	 	 	19	 
	SECTION 5.4. Suits For Enforcement
	 	 	20	 
	SECTION 5.5. Restoration Of Rights On Abandonment Of Proceedings
	 	 	20	 
	SECTION 5.6. Limitations On Suits By Securityholders
	 	 	20	 
	SECTION 5.7. Unconditional Right Of Securityholders To Institute Certain Suits
	 	 	20	 
	SECTION 5.8. Powers And Remedies Cumulative; Delay Or Omission Not Waiver Of Default
	 	 	20	 
	SECTION 5.9. Control By Holders Of Securities
	 	 	21	 
	SECTION 5.10. Waiver Of Past Defaults
	 	 	21	 
	SECTION 5.11. Trustee To Give Notice Of Default, But May Withhold In Certain Circumstances
	 	 	21	 
	SECTION 5.12. Waiver of Stay or Extension Laws
	 	 	21	 
	SECTION 5.13. Right Of Court To Require Filing Of Undertaking To Pay Costs
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VI Concerning The Trustee
	 	 	22	 
	SECTION 6.1. Duties And Responsibilities Of The Trustee; During Default; Prior To Default
	 	 	22	 
	SECTION 6.2. Certain Rights Of The Trustee
	 	 	23	 
	SECTION 6.3. Trustee Not Responsible For Recitals, Disposition Of Securities Or Application
Of Proceeds Thereof
	 	 	24	 
	SECTION 6.4. Trustee And Agents May Hold Securities; Collections, Etc
	 	 	24	 
	SECTION 6.5. Held By Trustee
	 	 	24	 






i









 






	 	 	 	 	 
	 	 	Page
	SECTION 6.6. Compensation And Indemnification Of Trustee And Its Prior Claim
	 	 	24	 
	SECTION 6.7. Right Of Trustee To Rely On Officer’s Certificate, Etc
	 	 	24	 
	SECTION 6.8. Indentures Not Creating Potential Conflicting Interests For The Trustee
	 	 	25	 
	SECTION 6.9. Qualification Of Trustee; Conflicting Interests
	 	 	25	 
	SECTION 6.10. Persons Eligible For Appointment As Trustee
	 	 	25	 
	SECTION 6.11. Resignation And Removal; Appointment Of Successor Trustee
	 	 	25	 
	SECTION 6.12. Acceptance Of Appointment By Successor Trustee
	 	 	26	 
	SECTION 6.13. Merger, Conversion, Consolidation Or Succession To Business Of Trustee
	 	 	27	 
	SECTION 6.14. Preferential Collection Of Claims Against The Issuer
	 	 	27	 
	SECTION 6.15. Appointment Of Authenticating Agent
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VII Concerning The Securityholders
	 	 	28	 
	SECTION 7.1. Evidence Of Action Taken By Securityholders
	 	 	28	 
	SECTION 7.2. Proof Of Execution Of Instruments And Of Holding Of Securities
	 	 	28	 
	SECTION 7.3. Holders To Be Treated As Owners
	 	 	29	 
	SECTION 7.4. Securities Owned By Issuer Deemed Not Outstanding
	 	 	29	 
	SECTION 7.5. Right Of Revocation Of Action Taken
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VIII Supplemental Indentures
	 	 	30	 
	SECTION 8.1. Supplemental Indentures Without Consent Of Securityholders
	 	 	30	 
	SECTION 8.2. Supplemental Indentures With Consent Of Securityholders
	 	 	30	 
	SECTION 8.3. Effect Of Supplemental Indenture
	 	 	31	 
	SECTION 8.4. Documents To Be Given To Trustee
	 	 	32	 
	SECTION 8.5. Notation On Securities In Respect Of Supplemental Indentures
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IX Satisfaction And Discharge Of Indenture; Unclaimed Moneys
	 	 	32	 
	SECTION 9.1. Satisfaction And Discharge Of Indenture
	 	 	32	 
	SECTION 9.2. Application By Trustee Of Funds Deposited For Payment Of Securities
	 	 	35	 
	SECTION 9.3. Repayment Of Moneys Held By Paying Agent
	 	 	35	 
	SECTION 9.4. Return Of Moneys Held By Trustee And Paying Agent Unclaimed For Two Years
	 	 	35	 
	SECTION 9.5. Indemnity For U.S. Government Of Obligations
	 	 	35	 
	 
	 	 	 	 
	ARTICLE X Miscellaneous Provisions
	 	 	36	 
	SECTION 10.1. Incorporators, Shareholders, Officers And Directors Of Issuer Exempt From
Individual Liability
	 	 	36	 
	SECTION 10.2. Provisions Of Indenture For The Sole Benefit Of Parties And Holders Of Securities
	 	 	36	 
	SECTION 10.3. Successors And Assigns Of Issuer Bound By Indenture
	 	 	36	 
	SECTION 10.4. Notices And Demands On Issuer, Trustee And Holders Of Securities
	 	 	36	 
	SECTION 10.5. Officer’s Certificates And Opinions Of Counsel; Statements To Be Contained Therein
	 	 	36	 
	SECTION 10.6. Payments Due On Saturdays, Sundays And Holidays
	 	 	37	 
	SECTION 10.7. Conflict Of Any Provision Of Indenture With Trust Indenture Act
	 	 	37	 
	SECTION 10.8. PENNSYLVANIA LAW TO GOVERN
	 	 	37	 
	SECTION 10.9. Counterparts
	 	 	37	 
	SECTION 10.10. Effect Of Headings
	 	 	37	 
	 
	 	 	 	 
	ARTICLE XI Redemption Of Securities And Sinking Funds
	 	 	38	 
	SECTION 11.1. Applicability Of Article
	 	 	38	 
	SECTION 11.2. Notice Of Redemption; Partial Redemptions
	 	 	38	 
	SECTION 11.3. Payment Of Securities Called For Redemption
	 	 	38	 
	SECTION 11.4. Exclusion Of Certain Securities From Eligibility For Selection For Redemption
	 	 	39	 
	SECTION 11.5. Mandatory And Optional Sinking Funds
	 	 	39	 






ii









 





     THIS INDENTURE, dated as of May 1, 2001, by and between EXELON CORPORATION, a Pennsylvania
corporation (the “Issuer”), and CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association, as trustee (the “Trustee”),



W I T N E S S E T H:




     WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture;



     WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and administration of the Securities;
and



     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according
to its terms have been done;



     NOW, THEREFORE, in consideration of the premises and the purchases of the Securities by the
holders thereof, and intending to be legally bound hereby, the Issuer and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective holders from time to
time of the Securities and of the coupons, if any, appertaining thereto as follows:



ARTICLE I




DEFINITIONS




     SECTION 1.1. Certain Terms Defined. The following terms (except as otherwise expressly
provided or unless the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section.
All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), or the definitions of which in the Securities Act of 1933, as
amended (the “Securities Act”), are referred to in the Trust Indenture Act, including terms defined
therein by reference to the Securities Act (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meaning assigned to such terms in the Trust
Indenture Act and in the Securities Act as in effect from time to time. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted at the time of any computation unless a
different time shall be specified with respect to such series of Securities as provided for in
Section 2.3. 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. The
terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular.



     “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act or
any successor provision.



     “Authenticating Agent” shall have the meaning set forth in Section 6.15.



     “Board of Directors” means either the Board of Directors of the Issuer or any committee of
such Board duly authorized to act on its behalf.



     “Board Resolution” means a copy of one or more resolutions, certified by the secretary or an
assistant secretary of the Issuer to have been duly adopted or consented to by the Board of
Directors and to be in full force and effect, and delivered to the Trustee.



     “Business Day” means, with respect to any Security, a day that is not a day on which banking
institutions in the city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such



1









 





Security, or in which the Corporate Trust Office of the Trustee is
located, are authorized or required by any applicable law or regulation to be closed.




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



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business
of the Trustee shall, at any particular time, be principally administered, which office is, as of
the date of this Indenture, located at 250 W. Huron Road, Suite 220, Cleveland, Ohio 44113.



     “Covenant Defeasance” shall have the meaning set forth in Section 9.1(d).



     “Depository” means, with respect to the Securities of any series issuable or issued in the
form of one or more Registered Global Securities, the Person designated as Depository by the Issuer
pursuant to Section 2.3 until a successor Depository shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depository” shall mean or include each
Person who is then a Depository hereunder, and if at any time there is more than one such Person,
“Depository” as used with respect to the Securities of any such series shall mean the Depository
with respect to the Registered Global Securities of that series.



     “Dollar” or “$” means the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.



     “Event of Default” means any event or condition specified as such in Section 5.1.



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



     “Holder,” “Holder of Securities,” “Securityholder” or any other similar term means the person
in whose name such Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof.



     “Indenture” means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and shall include the forms
and terms of particular series of Securities established as contemplated hereunder.



     “IRS” means the Internal Revenue Service of the United States Department of the Treasury, or
any successor entity.



     “Issuer” means Exelon Corporation, a Pennsylvania corporation, and its successors and assigns.



     “Issuer Order” means a written statement, request or order of the Issuer signed in its name by
the chairman of the Board of Directors, the president, any vice president or the treasurer of the
Issuer.



     “Non-U.S. Person” means any person that is not a “U.S. person” as such term is defined in Rule
902 of the Securities Act.



     “Officer’s Certificate” means a certificate signed by the chairman of the Board of Directors,
the president or any vice president or the treasurer of the Issuer and delivered to the Trustee.
Each such certificate shall comply with Section 314 of the Trust Indenture Act and include the
statements provided for in Section 10.5.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of the Issuer or other counsel satisfactory to the Trustee. Each such opinion shall comply
with Section 314 of the Trust Indenture Act and include the statements provided for in Section
10.5.



2









 





     “Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date
of such Security or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or substitution.



     “Original Issue Discount Security” means any Security that 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 5.1.



     “Outstanding” (except as otherwise provided in Section 7.4), when used with reference to
Securities, means, subject to the provisions of Section 7.4, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture, except:




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




          (b) Securities, or portions thereof, for the payment or redemption of which moneys or
U.S. Government Obligations (as provided for in Section 9.1) in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other than the
Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the
Holders of such Securities (if the Issuer shall act as its own paying agent), PROVIDED, that
if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as herein provided, or provisions
satisfactory to the Trustee shall have been made for giving such notice; and




          (c) Securities which shall have been paid or in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of Section 2.9 (except
with respect to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a person in whose hands such Security is a legal, valid and
binding obligation of the Issuer). In determining whether the Holders of the requisite
principal amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1.



     “Periodic Offering” means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation, the rate or rates of interest,
if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such
Securities.



     “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.



     “Principal” whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any,” PROVIDED, HOWEVER, that such inclusion
of premium, if any, shall under no circumstances result in the double counting of such premium for
the purpose of any calculation required hereunder.



     “Record date” shall have the meaning set forth in Section 2.7.



     “Registered Global Security” means a Security evidencing all or a part of a series of
Registered Securities, issued to the Depository for such series in accordance with Section 2.4, and
bearing the legend prescribed in Section 2.4 and any other legend required by the Depository for
such series.



     “Registered Security” means any Security registered on the Security register of the Issuer.



3









 





     “Responsible Officer” when used with respect to the Trustee means any officer of the Trustee
assigned to administer corporate trust matters to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.



     “Security” or “Securities” (except as otherwise provided in Section 7.4) has the meaning
stated in the first recital of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.



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



     “Subsidiary” means any corporation or other entity of which at least a majority of the
outstanding stock having the voting power to elect a majority of the Board of Directors of such
corporation (irrespective of whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of any contingency) is
at the time of determination directly or indirectly owned by the Issuer, or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.



     “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article VI, shall also include any successor trustee. “Trustee” shall also
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 the Securities of such series.



     “U.S. Government Obligations” shall have the meaning set forth in Section 9.1(A).



     “Yield to Maturity” means the yield to maturity on a series of securities, calculated at the
time of issuance of such series, or, if applicable, at the most recent redetermination of interest
on such series, and calculated in accordance with accepted financial practice.



ARTICLE II




SECURITIES




     SECTION 2.1. Forms Generally. The Securities of each series shall be substantially in
such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or
more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant
to but not set forth in a Board Resolution, an Officer’s Certificate detailing such establishment),
in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may
be required to comply with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be determined by the
officers executing such Securities, as evidenced by their execution of such Securities. 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 of such Securities.



     SECTION 2.2. Form Of Trustee’s Certificate Of Authentication. The Trustee’s
certificate of authentication on all Securities shall be in substantially the following form:



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



	 	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory”	 	 






     If at any time there shall be an Authenticating Agent appointed with respect to any series of
Securities, then the Trustee’s Certificate of Authentication to be borne by the Securities of each
such series shall be substantially as follows:



4









 





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



	 	 	 	 	 
	 

	 	 	 
	 

	as Authenticating Agent	 	 
	 

	 	 	 	 
	 

	By	 	 	 
	 

	 	 	 	 
	 

	Authorized Signatory”	 	 






     SECTION 2.3. 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 one or more Board Resolutions (and to the extent established pursuant to but not set forth in a
Board Resolution, in an Officer’s Certificate detailing such establishment), prior to the initial
issuance of Securities of any series,




     (1) the designation of the Securities of the series, which shall distinguish the
Securities of the series from the Securities of all other series, and which may be part of a
series of Securities previously issued;




     (2) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 11.3);




     (3) the date or dates on which the principal of the Securities of the series is payable
which may range from nine months to 30 years for medium term debt securities and 30 years or
more for long term debt securities;




     (4) the rate or rates at which the Securities of the series shall bear interest, if
any, the date or dates from which such interest shall accrue, on which such interest shall
be payable, the terms and conditions of any deferral of interest and the additional
interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment
periods and the duration of the extensions and (in the case of Registered Securities) the
date or dates on which a record shall be taken for the determination of Holders to whom
interest is payable and/or the method by which such rate or rates or date or dates shall be
determined;




     (5) the place or places where and the manner in which, the principal of and any
interest on Securities of the series shall be payable, if other than as provided in Section
3.2;




     (6) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its
option and the period or periods within which, or the date or dates on which, the price or
prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any
sinking fund or otherwise;




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




     (8) if other than denominations of $1,000 and any integral multiple thereof;




     (9) the percentage of the principal amount at which the Securities will be issued, and,
if other than the 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;



5









 






     (10) whether the Securities of the series will be issuable as unregistered securities
(with or without coupons), any restrictions applicable to the offer, sale or delivery of
unregistered securities or the payment of interest thereon and, the terms upon which
unregistered securities of any series may be exchanged for Registered Securities of such
series and vice versa;




     (11) whether and under what circumstances the Issuer will pay additional amounts on the
Securities of the series held by a person who is not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the Issuer will
have the option to redeem the Securities of the series rather than pay such additional
amounts;




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




     (13) any trustees, depositories, authenticating or paying agents, transfer agents or
registrars of any other agents with respect to the Securities of such series;




     (14) any deletion from modification of or addition to the Events of Default or
covenants with respect to the Securities of such series; and




     (15) 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 in the case of
Registered Securities as to denomination and except as may otherwise be provided by or pursuant to
the Board Resolution or Officer’s Certificate referred to above. All Securities of any one series
need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to such Board Resolution or such Officer’s
Certificate.



     SECTION 2.4. Authentication And Delivery Of Securities. The Issuer may deliver
Securities of any series executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the order of the Issuer (contained in the
Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the
Trustee and to such recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the Securities of such
series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in
such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Issuer or its duly authorized agent or agents, which instructions,
if oral, shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the
first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject
to Section 6.1) shall be fully protected in relying upon, the following enumerated documents unless
and until such documents have been superseded or revoked:




          (1) an Issuer Order requesting such authentication and setting forth delivery
instructions if the Securities are not to be delivered to the Issuer, PROVIDED that, with
respect to Securities of a series subject to a Periodic Offering, (a) such Issuer Order may
be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such
Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount established for such series, pursuant to
an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from
time to time by an Issuer Order, (c) the maturity date or dates, original issue date or
dates, interest rate or rates and any other terms of Securities of such series shall be
determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such
procedures, such Issuer Order may authorize authentication and



6









 






delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which
instructions, if oral, shall be promptly confirmed in writing;




          (2) any Board Resolution and/or Officer’s Certificate referred to in Section 2.1 and
2.3 by or pursuant to which the forms and terms of the Securities were established;




          (3) an Officer’s Certificate setting forth the form or forms and terms of the
Securities stating that the form or forms and terms of the Securities have been established
pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other
matters as the Trustee may reasonably request; and




          (4) At the option of the Issuer, either one or more Opinions of Counsel, or a letter
addressed to the Trustee permitting it to rely on one or more Opinions of Counsel,
substantially to the effect that:




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




     (b) in the case of an underwritten offering, the terms of the Securities have
been duly authorized and established in conformity with the provisions of this
Indenture, and, in the case of an offering that is not underwritten, certain terms
of the Securities have been established pursuant to a Board Resolution or an
Officer’s Certificate in accordance with this Indenture, and when such other terms
as are to be established pursuant to procedures set forth in an Issuer Order shall
have been established, all such terms will have been duly authorized by the Issuer
and will have been established in conformity with the provisions of this Indenture;
and




     (c) such Securities when executed by the Issuer and authenticated by the
Trustee in accordance with the provisions of this Indenture and delivered to and
duly paid for by the purchasers thereof, and subject to any conditions specified in
such Opinion of Counsel, will have been duly issued under this Indenture, will be
entitled to the benefits of this Indenture, and will be valid and binding
obligations of the Issuer, enforceable in accordance with their respective terms
except as the enforceability thereof may be limited by (i) bankruptcy, insolvency,
reorganization, liquidation, moratorium, fraudulent transfer or similar laws
affecting creditors’ rights generally, (ii) rights of acceleration, if any, and
(iii) the availability of equitable remedies may be limited by equitable principles
of general applicability and such counsel need express no opinion with regard to the
enforceability of Section 6.6.



     In rendering such opinions, any counsel may qualify any opinions as to enforceability by
stating that such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and
remedies of creditors and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon
opinions of other counsel (copies of which shall be delivered to the Trustee) reasonably
satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the
Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves
factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the
Issuer and its Subsidiaries and certificates of public officials.



     The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board
of trustees, executive committee or a trust committee of directors or trustees shall determine that
such action would expose the Trustee to personal liability to existing Holders or would affect the
Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise.



     If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to
be issued in the form of one or more Registered Global Securities, then the Issuer shall execute
and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such
series, authenticate and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of



7









 





all of the Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the
Depository for such Registered Global Security or Securities or the nominee of such Depository,
(iii) shall be delivered by the Trustee to such Depository or delivered or held pursuant to such
Depository’s instructions and (iv) shall bear a legend substantially to the following effect:
“Unless and until it is exchanged in whole or in part for Securities in definitive registered form,
this Security may not be transferred except as a whole by the Depository to the nominee of the
Depository or by a nominee of the Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such successor
Depository.”




     Each Depository designated pursuant to Section 2.3 must, at the time of its designation and at
all times while it serves as Depository, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.



     SECTION 2.5. Execution Of Securities. The Securities shall be signed on behalf of the
Issuer by the chairman or vice chairman of its Board of Directors or its president, or any
executive (senior or other), a vice president or its treasurer, under its corporate seal which may,
but need not, be attested. Such signatures may be the manual or facsimile signatures of the present
or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.



     In case any officer of the Issuer who shall have signed any of the Securities shall cease to
be such officer before the Security so signed shall be authenticated and delivered by the Trustee
or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to be such officer of the
Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual
date of the execution of such Security shall be the proper officers of the Issuer, although at the
date of the execution and delivery of this Indenture any such person was not such an officer.



     SECTION 2.6. Certificate Of Authentication. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore recited, executed by
the Trustee by the manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.



     SECTION 2.7. Denomination And Date Of Securities; Payment Of Interest. Unless otherwise provided in Section 2.3, the Securities of each series shall be issuable as
Registered Securities in denominations of $1,000 and any integral multiple thereof. The Securities
of each series shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication thereof.



     Each Registered Security shall be dated the date of its authentication. The Securities of each
series shall bear interest, if any, from the date, and such interest shall be payable on the dates,
established as contemplated by Section 2.3.



     The person in whose name any Registered Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to any interest payment
date for such series shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the
record date and prior to such interest payment date, except if and to the extent the Issuer shall
default in the payment of the interest due on such interest payment date for such series, in which
case such defaulted interest shall be paid to the persons in whose names Outstanding Registered
Securities for such series are registered at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to the Holders of
Registered Securities not less than 15 days preceding such subsequent record date. The term “record
date” as used with respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean the date specified as such in the terms of
the Registered



8









 





Securities of such series established as contemplated by Section 2.3, or, if no such
date is so established, if such interest payment date is the first day of a calendar month, the
fifteenth day of the preceding calendar month or, if such interest payment date is the fifteenth
day of a calendar month, the first day of such calendar month, whether or not such record date is a
Business Day.




     SECTION 2.8. Registration, Transfer And Exchange. The Issuer will keep at each office
or agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities
a register or registers in which, subject to such reasonable regulations as the Issuer may
prescribe, it will provide for the registration of Registered Securities of such series and the
registration of transfer of Registered Securities of such series. Such register shall be in written
form in the English language or in any other form capable of being converted into such form within
a reasonable time. At all reasonable times such register or registers shall be open for inspection
by the Trustee.



     Upon due presentation for registration of transfer of any Registered Security of any series at
any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer
shall execute and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same series, maturity date,
interest rate and original issue date in authorized denominations for a like aggregate principal
amount.



     At the option of the Holder thereof, Registered Securities of any series (other than a
Registered Global Security, except as set forth below) may be exchanged for a Registered Security
or Registered Securities of such series having authorized denominations and an equal aggregate
principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment,
if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are
so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities
surrendered upon any exchange or transfer provided for in this Indenture shall be promptly
cancelled and disposed of by the Trustee, and the Trustee shall deliver a certificate of
disposition thereof to the Issuer.



     All Registered Securities presented for registration of transfer, exchange, redemption or
payment shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed, by the Holder or his attorney duly authorized in writing.



     The Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.



     The Issuer shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days preceding the first mailing of notice of redemption of
Securities of such series to be redeemed or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the
portion thereof not so to be redeemed.



     Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a series may not be transferred except as a
whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such successor Depositary.



     If at any time the Depositary for any Registered Securities of a series represented by one or
more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor
Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor
Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such ineligibility,



9









 





the Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or
more Registered Global Securities shall no longer be effective and the Issuer will execute, and the
Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such series in definitive
registered form in any authorized denominations, in an aggregate principal amount equal to the
principal amount of the Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or Securities.




     The Issuer may at any time and in its sole discretion determine that the Registered Securities
of any series issued in the form of one or more Registered Global Securities shall no longer be
represented by a Registered Global Security or Securities. In such event the Issuer, will execute,
and the Trustee, upon receipt of any Officer’s Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities of such series in
definitive registered form in any authorized denominations, in an aggregate principal amount equal
to the principal amount of the Registered Global Security or Securities representing such
Registered Securities, in exchange for such Registered Global Security or Securities.



     If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a
Registered Global Security, the Depositary for such Registered Global Security may surrender such
Registered Global Security in exchange in whole or in part for Securities of the same series in
definitive registered form on such terms as are acceptable to the Issuer and such Depositary.
Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge:




               (i) to the Person specified by such Depositary a new Registered Security or Securities
of the same series, of any authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in exchange for such Person’s beneficial interest in
the Registered Global Security; and




               (ii) to such Depositary a new Registered Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Registered Global
Security and the aggregate principal amount of Registered Securities authenticated and
delivered pursuant to clause (i) above.



     Upon the exchange of a Registered Global Security for Securities in definitive registered form
in authorized denominations, such Registered Global Security shall be cancelled by the Trustee or
an agent of the Issuer or the Trustee. Securities in definitive registered form issued in exchange
for a Registered Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the
Depositary for such Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the
Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons
in whose names such Securities are so registered.



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



     SECTION 2.9. Mutilated, Defaced, Destroyed, Lost And Stolen Securities. In case any
temporary or definitive Security shall be mutilated, defaced, destroyed, lost or stolen, the Issuer
in its discretion may execute and, upon the written request of any officer of the Issuer, the
Trustee shall authenticate and deliver, a new Security of the same series, maturity date, interest
rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and
in substitution for the Security so destroyed, lost or stolen. In every case, the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the ownership thereof, and
in the case of mutilation or defacement shall surrender the Security to the Trustee or such agent.



10









 





     Upon the issuance of any substitute Security, the Issuer may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) or its agent connected
therewith. In case any Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer
may, instead of issuing a substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such
payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee
such security or indemnity as any of them may require to save each of them harmless, and, in every
case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee
and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss
or theft of such Security and of the ownership thereof.



     Every substitute Security of any series issued pursuant to the provisions of this Section by
virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this Indenture equally and
proportionately with any and all other Securities of such series duly authenticated and delivered
hereunder. All Securities shall be held and owned upon the express condition that, to the extent
permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without
their surrender.



     SECTION 2.10. Cancellation Of Securities; Destruction Thereof. All Securities
surrendered for payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, if any, if surrendered to the Issuer or any
agent of the Issuer or the Trustee or any agent of the Trustee, shall be delivered to the Trustee
or its agent for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee or its agent shall dispose of canceled Securities held by it and,
upon written request therefore, shall deliver a certificate of disposition to the Issuer. If the
Issuer or its agent shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities unless and until the
same are delivered to the Trustee or its agent for cancellation.



     SECTION 2.11. Temporary Securities. Pending the preparation of definitive Securities
for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary
Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each
case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as
Registered Securities without coupons of any authorized denomination, and substantially in the form
of the definitive Securities of such series but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as may be appropriate.
Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon
the same conditions and in substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay, the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Registered Securities of such series may be
surrendered in exchange therefor without charge at each office or agency to be maintained by the
Issuer for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations. Until so exchanged, the
temporary Securities of any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series, unless otherwise established pursuant to Section 2.3.



11









 





ARTICLE III




COVENANTS OF THE ISSUER




     SECTION 3.1. Payment Of Principal And Interest. The Issuer covenants and agrees for
the benefit of each series of Securities that it will duly and punctually pay or cause to be paid
the principal of (and premium, if any), and interest on, each of the Securities of such series
(together with any additional amounts payable pursuant to the terms of such Securities) at the
place or places, at the respective time or times and in the manner provided in such Securities in
this Indenture. The interest, if any, on Registered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the
written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer
or by mailing checks for such interest payable to or upon the written order of such Holders at
their last addresses as they appear on the Securities register of the Issuer.



     SECTION 3.2. Offices For Payments, Etc. So long as any Registered Securities (other
than Global Registered Securities) are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in New York, an office or agency where the
Registered Securities of each series may be presented for payment, where the Securities of each
series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant
to Section 2.3 and where the Registered Securities of each series may be presented for registration
of transfer as in this Indenture provided.



     Notices and demands to or upon the Issuer in respect of the Securities of any series or this
Indenture may be served on the Issuer at the corporate trust office of the Trustee.



     The Issuer will give to the Trustee written notice of the location of each such office or
agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency
required by this Section to be located in New York, or shall fail to give such notice of the
location or for any change in the location of any of the above agencies, presentations and demands
may be made and notices may be served at the Corporate Trust Office of the Trustee.



     The Issuer may from time to time designate one or more additional offices or agencies where
the Securities of a series may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section 2.3 and where the
Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or expedient; PROVIDED,
that no such designation or rescission shall in any manner relieve the Issuer of its obligations to
maintain the agencies provided for in this Section. The Issuer shall give to the Trustee prompt
written notice of any such designation or rescission thereof.



     SECTION 3.3. Appointment To Fill A Vacancy In Office Of Trustee. The Issuer, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.



     SECTION 3.4. Paying Agents. Whenever the Issuer shall appoint a paying agent other
than the Trustee with respect to the Securities of any series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:




     (a) that it will hold all sums received by it as such agent for the payment of the
principal of (and premium, if any) or interest on the Securities of such series (whether
such sums have been paid to it by the Issuer or by any other obligor on the Securities of
such series) in trust for the benefit of the Holders of the Securities of such series or of
the Trustee;




     (b) that it will give the Trustee notice of any failure by the Issuer (or by any other
obligor on the Securities of such series) to make any payment of the principal of (and
premium, if any) or interest on the Securities of such series when the same shall be due and
payable; and



12









 






     (c) that it will pay any such sums so held in trust by it to the Trustee upon the
Trustee’s written request at any time during the continuance of the failure referred to in
the foregoing clause (b).



     The Issuer will, on or prior to each due date of the principal of (and premium, if any) or
interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay
such principal or interest so becoming due, and (unless such paying agent is the Trustee) the
Issuer will promptly notify the Trustee of any failure to take such action.



     If the Issuer shall act as its own paying agent with respect to the Securities of any series,
it will, on or before each due date of the principal of (and premium, if any) or interest on the
Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of
the Securities of such series a sum sufficient to pay such principal (and premium, if any) or
interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such
action.



     Anything in this Section to the contrary notwithstanding, but subject to Section 9.1, the
Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to
one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust for any such series by the Issuer or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein
contained.



     Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Sections 9.3 and 9.4.



     SECTION 3.5. Compliance Certificates. The Issuer will furnish to the Trustee on or
before January 31 in each year (beginning with January 31, 2002) a brief certificate (which need
not comply with Section 10.5) from the principal executive, financial or accounting officer of the
Issuer stating that in the course of the performance by the signer of his or her duties as an
officer of the Issuer he or she would normally have knowledge of any default or non-compliance by
the Issuer in the performance of any covenants or conditions contained in this Indenture, stating whether or not he or she has knowledge
of any such default or non-compliance and, if so, describing each such default or non-compliance of
which the signer has knowledge and the nature of such default or non-compliance.



     SECTION 3.6. Corporate Existence. Except as provided in Section 3.8, the Issuer will
do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence.



     SECTION 3.7. Payment Of Taxes And Other Claims. The Issuer will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent: (a) all taxes, assessments
and governmental charges levied or imposed upon the Issuer or any Subsidiary or upon the income,
profits or property of the Issuer or any Subsidiary; and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, might by law become a lien upon the property of the Issuer or any
Subsidiary; PROVIDED, that the Issuer shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.



     SECTION 3.8. The Issuer May Not Merge. The Issuer may not consolidate with or merge
with or into, or sell, convey, transfer or lease all or substantially all of its assets (either in
one transaction or a series of transactions) to any Person unless:




          (a) the Person formed by or surviving such consolidation or merger or to which such
sale, conveyance, transfer or lease shall have been made (the “Successor”) if other than the
Issuer, (a) is organized and existing under the laws of the United States of America or any
State thereof or the District of Columbia, and (b) shall expressly assume by a supplemental
indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Issuer under the Securities and this Indenture;



13









 






          (b) immediately prior to and after giving effect to such transaction (and treating any
indebtedness which becomes an obligation of the Successor or any Subsidiary as a result of
such transaction as having been incurred by such Successor or such Subsidiary at the time of
such transaction), no Event of Default shall have occurred and be continuing; and




          (c) the Issuer, delivers to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease
and such supplemental indenture comply with this Indenture.




          The Successor will be the successor to the Issuer, and will be substituted for, and may
exercise every right and power and become the obligor on the Securities with the same effect as if
the Successor had been named, as the Issuer herein but, in the case of a sale, conveyance, transfer
or lease of all or substantially all of the assets of the Issuer, the predecessor Issuer will not
be released from its obligation to pay the principal of, premium, if any, and interest on the
Securities.



ARTICLE IV




SECURITYHOLDER LISTS AND REPORTS BY THE

ISSUER AND THE TRUSTEE




     SECTION 4.1. Issuer To Furnish Trustee Information As To Names And Addresses Of
Securityholders. If and so long as the Trustee shall not be the Security registrar for the Securities of any series,
the Issuer and any other obligor on the Securities will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the
Holders of the Registered Securities of such series pursuant to Section 312 of the Trust Indenture
Act:




          (a) semi-annually not more than 5 days after each record date for the payment of
interest on such Registered Securities, as hereinabove specified, as of such record date and
on dates to be determined pursuant to Section 2.3 for non-interest bearing Registered
Securities in each year; and




          (b) at such other times as the Trustee may reasonably request in writing, within thirty
days after receipt by the Issuer of any such request as of a date not more than 15 days
prior to the time such information is furnished.



     SECTION 4.2. Reports By The Issuer. The Issuer covenants to file with the Trustee,
within 15 days after the Issuer is required to file the same with the Commission, copies of the
annual reports and of the information, documents, and other reports that the Issuer may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant
to Section 314 of the Trust Indenture Act.



     Upon the written request and at the expense of and payable in advance by any Securityholder,
the Trustee shall provide such reports, information or documents as have been provided to it under
this Section 4.2. The Trustee shall not have any obligation to review any report, information or
documents provided to the Trustee by the Issuer pursuant to this Section 4.2, nor shall the Trustee
be deemed to have notice of any item contained therein or Event of Default which may be disclosed
therein in any manner. The Trustee’s sole responsibility with respect to such reports shall be to
act as the depository for such report for the Securityholders and to make such reports available to
the Securityholders in accordance with this Section 4.2. The Trustee shall have no duty to request
copies of any such reports, information or documents which are required to be furnished to it
hereunder.



     SECTION 4.3. Reports By The Trustee.




          (a) On or before the first July 15 which occurs not less than 60 days after the
earliest date of issuance of any Securities and on or before July 15 in each year
thereafter, so long as any Securities are Outstanding hereunder, the Trustee shall transmit
by mail as provided below to the Securityholders of each series of outstanding Securities,
as hereinafter in this Section provided, a brief report dated as of the preceding May 15
with respect to:



14









 






          (i) its eligibility under Section 6.10 and its qualification under Section 6.9,
or in lieu thereof, if to the best of its knowledge it has continued to be eligible
and qualified under such Sections, a written statement to such effect;




          (ii) the character and amount of any advances (and if the Trustee elects to so
state, the circumstances surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Securities of
such series, on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such advances if
such advances so remaining unpaid aggregate not more than 0.5% of the principal of
the Securities of such series outstanding on the date of such report;




          (iii) the amount, interest rate and maturity date of all other indebtedness
owing by the Issuer (or any other obligor on the Securities of such series) to the
Trustee in its individual capacity on the date of such report, with a brief
description of any property held as collateral security therefor, except any
indebtedness based upon a creditor relationship;




          (iv) the property and funds, if any, physically in the possession of the
Trustee (as such) in respect of the Securities of such series on the date of such
report;




          (v) any additional issue of Securities of such series which the Trustee has not
previously reported; and




          (vi) any action taken by the Trustee in the performance of its duties under
this Indenture which the Trustee has not previously reported and which in the
Trustee’s opinion materially affects the Securities of such series, except action in
respect of a default, notice of which has been or is to be withheld by it in
accordance with the provisions of Section 5.11.




          (b) The Trustee shall transmit to the Securityholders of each series, as provided in
subsection (c) of this Section, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee (as such) in respect of the Securities of such series
since the date of the last report transmitted pursuant to the provisions of subsection (a)
of this Section (or if no such report has yet been so transmitted, since the date of this
Indenture) for the reimbursement of which it claims or may claim a lien or charge prior to
that of the Securities of such series on property or funds held or collected by it as
Trustee and which it has not previously reported pursuant to this subsection (b), except
that the Trustee shall not be required (but may elect) to report such advances if such
advances remaining unpaid at any time aggregate 10% or less of the principal amount of
Securities of such series outstanding at such time, such report to be transmitted within 90
days after such time.




          (c) Reports pursuant to this Section shall be transmitted by mail to all Holders of
Securities of such series, as the names and addresses of such Holders appear upon the
Securities register as of a date not more than 15 days prior to the mailing thereof.




          (d) A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Issuer and be filed by the Trustee with each stock
exchange upon which the Securities of such series are listed and also with the Commission.
The Issuer agrees to notify the Trustee when and as Securities of any series become listed
on any national securities exchange.



ARTICLE V




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT






15









 








     SECTION 5.1. Event Of Default Defined, Acceleration Of Maturity; Waiver Of Default.
“Event of Default” with respect to Securities of any series, wherever used herein, means any one of
the following events which shall have occurred and be continuing (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):




          (a) default in the payment of any installment of interest upon any of the Securities of
such series as and when the same shall become due and payable, and continuance of such
default for a period of 30 days; provided that, a valid extension of an interest payment
period by the Issuer in accordance with the terms of such Securities shall not constitute a
failure to pay interest; or




          (b) default in the payment of all or any part of the principal or premium (if any) on
any of the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or




          (c) default in the payment of any sinking fund installment as and when the same shall
become due and payable by the terms of the Securities of such series; or




          (d) failure on the part of the Issuer duly to observe or perform any other of the
covenants or agreements on the part of the Issuer in the Securities of such series or
contained in this Indenture (other than a covenant or agreement included in this Indenture
solely for the benefit of a series of Securities other than such series) for a period of 60
days after the date on which written notice specifying such failure, stating that such
notice is a “Notice of Default” hereunder and demanding that the Issuer remedy the same,
shall have been given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or to the Issuer and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Securities of the series to which such
covenant or agreement relates; or




          (e) a court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Issuer in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer
for any substantial part of its or their property or ordering the winding up or liquidation
of its or their affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or




          (f) the Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the entry of an
order for relief in an involuntary case under any such law, or consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of the Issuer or for any substantial part of its or their property, or
make any general assignment for the benefit of creditors; or




          (g) any other Event of Default provided in the Board Resolution under which such series
of Securities is issued or in the form of Security for such series.



     If an Event of Default described in clause (a), (b) or (c) occurs and is continuing, then, and
in each and every such case, except for any series of Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding hereunder (each
such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the Securities of such series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.



     Except as otherwise provided in the terms of any series of Securities pursuant to Section 2.3,
if an Event of Default described in clause (d) or (g) above with respect to all series of the
Securities then Outstanding, occurs and is continuing, then, and in each and every such case,
unless the Principal of all of the Securities shall have already



16









 





become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all of the Securities
then Outstanding hereunder (treated as one class) by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of
any series are Original Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) of all of the Securities then Outstanding, and the interest
accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same
shall become immediately due and payable.




     If an Event of Default described in clause (e) or (f) above occurs and is continuing, then the
principal amount of all the Securities then Outstanding, and the interest accrued thereon, if any,
shall become and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.



     If an Event of Default described in clause (d) or (g) occurs and is continuing, which Event of
Default is with respect to less than all series of Securities then Outstanding, then, and in each
and every such case, except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding hereunder (each
such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the Securities of such series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration, the same shall become immediately due and payable.



     The foregoing provisions are subject to the condition that if, at any time after the principal
(or, if the Securities are Original Issue Discount Securities, such portion of the principal as may
be specified in the terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) shall have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as hereinafter provided, the
Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay




          (a) all matured installments of interest upon all the Securities of such series (or all
the Securities, as the case may be); and




               (i) the principal of any and all Securities of such series (or of all the Securities,
as the case may be) which shall have become due otherwise than by acceleration; and




               (ii) interest upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series (or at the respective rates of
interest or Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit; and




               (iii) all amounts payable to the Trustee pursuant to Section 6.6; and




          (b) all Events of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein,



then and in every such case the Holders of a majority, or any applicable supermajority, in
aggregate principal amount of all the Securities of such series voting as a separate class (or all
the Securities, as the case may be, voting as a single class), then Outstanding, by written notice
to the Issuer and to the Trustee, may waive all defaults with respect to such series (or with
respect to all the Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.




     For all purposes under this Indenture, if a portion of the principal of any Original Issue
Discount Securities shall have been accelerated and declared due and payable pursuant to the
provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original



17









 





Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal thereof as
shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.




     SECTION 5.2. Collection Of Indebtedness By Trustee; Trustee May Prove Debt. The
Issuer covenants that (a) in case default shall be made in the payment of any installment of
interest on any of the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days, or (b) in case default
shall be made in the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of the Securities of
such series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee,
the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series
the whole amount that then shall have become due and payable on all Securities of such series, for
principal and interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is enforceable under applicable

law, on overdue installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the Securities
of such series); and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and such other amount due the Trustee under Section 6.6 in
respect of Securities of such series.



     Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on
the Securities of any series to the registered Holders, whether or not the Securities of such
series be overdue.



     In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name as trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities and collect in the
manner provided by law out of the property of the Issuer or other obligor upon the Securities,
wherever situated, all the moneys adjudged or decreed to be payable.



     In case there shall be pending proceedings relative to the Issuer or any other obligor upon
the Securities under Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other obligor upon the
Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:




     (a) to file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of such series) owing and unpaid in
respect of the Securities of any series, 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 amounts payable to the Trustee under Section 6.6) and of the Securityholders allowed in
any judicial proceedings relative to the Issuer or other obligor upon the Securities, or to
the creditors or property of the Issuer or such other obligor; and




     (b) unless prohibited by applicable law and regulations,
to vote on behalf of the
holder of the Securities of any series in any election of a receiver, assignee, trustee or
a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings, custodian or other person performing similar functions in respect of
any such proceedings; and




     (c) to collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims of the
Securityholders and of the Trustee on their behalf; and any trustee, receiver, or
liquidator, custodian or other similar official



18









 






 performing similar functions in respect of
any such proceedings is hereby authorized by each of the Securityholders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of payments
directly to the Securityholders, to pay to the Trustee its costs and expenses of collection
and all other amounts due to it pursuant to Section 6.6.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding, except as aforesaid in clause (b).



     All rights of action and of asserting claims under this Indenture, or under any of the
Securities of any series may be enforced by the Trustee without the possession of any of the
Securities of such series or the production thereof in any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be awarded to the Trustee
for ratable distribution to the Holders of the Securities in respect of which such action was
taken, after payment of all sums due to the Trustee under Section 6.6 in respect of such
Securities.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the Holders of the Securities in respect to which such
action was taken, and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings.



     SECTION 5.3. Application Of Proceeds. Any moneys collected by the Trustee pursuant to
this Article in respect of any series shall be applied in the following order at the date or dates
fixed by the Trustee and, in case of the distribution of such moneys on account of principal or
interest, upon presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such
series in reduced principal amounts in exchange for the presented Securities of like series if only
partially paid, or upon surrender thereof if fully paid:



     FIRST: To the payment of costs and expenses applicable to such series of Securities in
respect of which monies have been collected, including all amounts due to the Trustee and each
predecessor Trustee pursuant to Section 6.6 in respect to such series of Securities;



     SECOND: In case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the payment of interest
on the Securities of such series in default in the order of the maturity of the installments on
such interest, with interest (to the extent that such interest has been collected by the Trustee
and is permitted by applicable law) upon the overdue installments of interest at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference;



     THIRD: In case the principal of the Securities of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon all the Securities of such series for principal and interest,
with interest upon the overdue principal, and (to the extent that such interest has been collected
by the Trustee and is permitted by applicable law) upon the overdue installations of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series,
then to the payment of such principal and interest or Yield to Maturity, without preference or
priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over
principal, or of any installment of interest over any other installment of interest or of any
Security of such series over any other Security of such series, ratably to the aggregate of such
principal and accrued and unpaid interest or Yield to Maturity; and



     FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully
entitled thereto.



19









 






     SECTION 5.4. Suits For Enforcement. In case an Event of Default has occurred, has not
been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.



     SECTION 5.5. Restoration Of Rights On Abandonment Of Proceedings. In case the Trustee
or any Holder of any Security shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee or to such Holder, then and in every such case the Issuer, the
Trustee and the Holders of
Securities shall be restored severally and respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.



     SECTION 5.6. Limitations On Suits By Securityholders. No Holder of any Security of
any series shall have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under
or with respect to this Indenture or such Security, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy hereunder or thereunder,
unless (a) such Holder previously shall have given to the Trustee written notice of an Event of
Default with respect to Securities of such series and of the continuance thereof, as hereinbefore
provided, and (b) the Holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding (treated as a single class) shall have made written request upon
the Trustee to institute such action or proceedings in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and (c) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to institute any such
action or proceeding, and (d) no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 5.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security with every other taker and Holder and the
Trustee, that no one or more Holders of Securities of any series shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture or any Security to affect,
disturb or prejudice the rights of any other such taker or Holder of Securities or to obtain or
seek to obtain priority over or preference to any other such taker or Holder or to enforce any
right under this Indenture or any Security, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable series. For the
protection and enforcement of the provisions of this Section, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.



     SECTION 5.7. Unconditional Right Of Securityholders To Institute Certain Suits.
Notwithstanding any other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of and interest on such Security
on or after the respective due dates expressed in such Security or the applicable redemption dates
provided for in such Security, or to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the consent of such Holder.



     SECTION 5.8. Powers And Remedies Cumulative; Delay Or Omission Not Waiver Of Default.
Except as provided in Section 5.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities 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.



     No delay or omission of the Trustee or of any Holder of Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any
such right or power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein. Every power and remedy given by this Indenture, any Security or law to the
Trustee or to the Holders of Securities may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or, subject to Section 5.6, by the Holders of Securities.



20









 





     SECTION 5.9. Control By Holders Of Securities. The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with each such series voting as a
separate class) at the time Outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series by this Indenture;
PROVIDED, that such Holders shall have
offered to the Trustee such reasonable indemnity as it may require against costs, expenses and
liabilities to be incurred therein or thereby, and PROVIDED FURTHER, that such direction shall not
be otherwise than in accordance with law and the provisions of this Indenture; and PROVIDED,
FURTHER, that (subject to the provisions of Section 6.1) the Trustee shall have the right to
decline to follow any such direction if (a) the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken; or (b) if the Trustee by its
board of directors, the executive committee or a trust committee of directors or Responsible
Officers of the Trustee shall determine in good faith that the action or proceedings so directed
would involve the Trustee in personal liability; or (c) if the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all affected series not joining
in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders.



     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.



     SECTION 5.10. Waiver Of Past Defaults. Prior to the declaration of acceleration of
the maturity of the Securities of any series as provided in Section 5.1, the Holders of a majority
in aggregate principal amount of the Securities of such series at the time Outstanding (voting as a
single class) may on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except (i) in the payment of the
principal of or premium, if any, or interest if any, on or any additional amounts payable in
respect of any security of that Series or (ii) a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of each Security
affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all such
Securities shall be restored to their former positions and rights hereunder, respectively, and such
default shall cease to exist and be deemed to have been cured and not to have occurred for purposes
of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.



     SECTION 5.11. Trustee To Give Notice Of Default, But May Withhold In Certain
Circumstances. The Trustee shall, within 90 days after the occurrence of a default with respect
to the Securities of any series, give notice of all defaults with respect to that series known to
the Trustee to all Holders of Securities of such series in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, unless in each case such defaults shall have been cured
before the mailing or publication of such notice (the term “default” for the purpose of this
Section being hereby defined to mean any event or condition which is, or with notice or lapse of
time or both would become, an Event of Default); PROVIDED, that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such series, or in the
payment of any sinking fund installment on 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 trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Securityholders of such
series.



     The Trustee shall not be required to take notice, and shall not be deemed to have notice, of
any default or Event of Default hereunder, except Events of Default described in paragraphs (a),
(b) and (c) of Section 5.1 hereof, unless the Trustee shall be notified specifically of the default
or Event of Default in a written instrument or document delivered to it by the Issuer or by the
Holders of at least 10% of the aggregate principal amount of Securities (or the applicable series
of Securities) than outstanding. In the absence of delivery of notice satisfying those
requirements, the Trustee may assume conclusively that there is no default or Event of Default,
except as noted above.



     SECTION 5.12. Waiver of Stay or Extension Laws. The Issuer 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



21









 







may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no
such law had been enacted.



     SECTION 5.13. Right Of Court To Require Filing Of Undertaking To Pay Costs. All
parties to this Indenture agree, and each Holder of any Security by his or her 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, suffered 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 Securityholder or group of Securityholders of any series holding in
the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in
the case of any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the suit
relates to Securities of more than one but less than all series), 10% in aggregate principal amount
of Securities then Outstanding and affected thereby, or in the case of any suit relating to or
arising under clause (d) or (g) (if the suit under clause (d) or (g) relates to all the Securities
then Outstanding) or (e) or (f) of Section 5.1, 10% in aggregate principal amount of all Securities
then Outstanding, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of or interest on any Security on or after the due date expressed in such
Security or any date fixed for redemption.



ARTICLE VI




CONCERNING THE TRUSTEE




     SECTION 6.1. Duties And Responsibilities Of The Trustee; During Default; Prior To
Default. Prior to the occurrence of an Event of Default with respect to the Securities of a
particular series and after the curing or waiving of all Events of Default which may have occurred
with respect to such series, the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture with respect to such series of Securities. In case an
Event of Default with respect to the Securities of a series has occurred and has not been cured or
waived, the Trustee shall exercise with respect to such series of Securities such of the rights and
powers vested in it by this Indenture with respect to such series of Securities, and use the same
degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.



     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:




               (a) prior to the occurrence of an Event of Default with respect to the Securities of
any series and after the curing or waiving of all such Events of Default with respect to
such series which may have occurred:




          (i) the duties and obligations of the Trustee with respect to the Securities of
any series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and




          (ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but in the case
of any such statements, 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 the same to determine whether or not they
conform to the requirements of this Indenture;



22









 






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




               (c) 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 pursuant to
Section 5.9 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.



     None of the provisions contained in this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.



     The provisions of this Section 6.1 are in furtherance of and subject to Section 315 of the
Trust Indenture Act.



     SECTION 6.2. Certain Rights Of The Trustee. In furtherance of and subject to the
Trust Indenture Act, and subject to Section 6.1:




               (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, Officer’s Certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security 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, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof
is specifically prescribed herein or in the terms established in respect of any series); and
any resolution of the Board of Directors shall be evidenced to the Trustee by a copy thereof
certified by the secretary or an assistant secretary of the Issuer;




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




               (d) the Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders pursuant to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred therein or thereby;




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




               (f) prior to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default, the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, coupon, security or other paper or document unless (i) requested in writing so to do
by the Holders of not less than a majority in aggregate principal amount of the Securities
of all series affected then Outstanding (treated as one class) or (ii) otherwise provided in
the terms of any series of Securities pursuant to Section 2.3; PROVIDED, that, if the
payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such expenses or liabilities as



23









 







a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer
or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon
demand; and




               (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 not regularly in its employ
and the Trustee shall not be responsible for any misconduct or negligence on the part of any
such agent or attorney appointed with due care by it hereunder.



     SECTION 6.3. Trustee Not Responsible For Recitals, Disposition Of Securities Or
Application Of Proceeds Thereof. The recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representation 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 Issuer of any of the Securities
or of the proceeds thereof.



     SECTION 6.4. Trustee And Agents May Hold Securities; Collections, Etc. The Trustee or
any agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities with the same rights it would have if it were not the Trustee or
such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections
from the Issuer with the same rights it would have if it were not the Trustee or such agent.



     SECTION 6.5. Held By Trustee. Subject to the provisions of Section 9.4 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from other funds except
to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the
Issuer or the Trustee shall be under any liability for interest on any moneys received by it
hereunder.



     SECTION 6.6. Compensation And Indemnification Of Trustee And Its Prior Claim. The
Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to reasonable compensation (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor trustee (and their
respective directors, officers, agents and employees) for, and to hold them harmless against, any
loss, liability, fine, penalty or expense (including out-of-pocket and incidental expenses and
legal fees) incurred without negligence or bad faith on their part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder and its duties
hereunder, including, in each case, the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the Issuer under this
Section to compensate and indemnify the Trustee and each predecessor trustee (and their respective
directors, officers, agents and employees) and to pay or reimburse the Trustee and each predecessor
trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee. Such additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities and the Securities are hereby subordinated to such
senior claim.



     SECTION 6.7. Right Of Trustee To Rely On Officer’s Certificate, Etc. Subject to
Sections 6.1 and 6.2, whenever in the administration of the trusts of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or wilfull misconduct on the
part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such certificate, in the absence of negligence or wilfull
misconduct on the



24









 







part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith thereof.



     SECTION 6.8. Indentures Not Creating Potential Conflicting Interests For The Trustee.
This Indenture is hereby specifically described for the purposes of Section 310(b)(1)(i) of the
Trust Indenture Act with respect to series of Securities that are of an equal priority.



     SECTION 6.9. Qualification Of Trustee; Conflicting Interests. The Trustee shall
comply with Section 310(b) of the Trust Indenture Act.



     SECTION 6.10. Persons Eligible For Appointment As Trustee. The Trustee for each
series of Securities hereunder shall at all times be a corporation or banking association 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 at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, state or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
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. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 6.11.



     The provisions of this Section 6.10 are in furtherance of and subject to Section 310(a) of the
Trust Indenture Act.



     SECTION 6.11. Resignation And Removal; Appointment Of Successor Trustee.




               (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written notice of
resignation to the Issuer and by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as they shall
appear on the registry books. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder who has been
a bona fide Holder of a Security or Securities of the applicable series for at least six
months may, subject to the provisions of Section 5.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint
a successor trustee.




               (b) In case at any time any of the following shall occur:




               (i) the Trustee shall fail to comply with the provisions of Section 310(b) of
the Trust Indenture Act with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months; or




               (ii) the Trustee shall cease to be eligible in accordance with the provisions
of Section 6.10 hereof and Section 310(a) of the Trust Indenture Act and shall fail
to resign after written request therefor by the Issuer or by any Securityholder; or




               (iii) the Trustee shall become incapable of acting with respect to any series
of Securities, or shall be adjudged bankrupt or insolvent, or a receiver or
liquidator of the Trustee or



25









 







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, the Issuer may remove the Trustee with respect to the applicable series of
Securities and appoint a successor trustee for such series by written instrument, in duplicate,
executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act, any Securityholder who has been a bona
fide Holder of a Security or Securities 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
removal of the Trustee and the appointment of a successor trustee with respect to such series. Such
court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the
Trustee and appoint a successor trustee.





               (c) The Holders of a majority in aggregate principal amount of the Securities of each
series at the time outstanding may at any time remove the Trustee with respect to Securities
of such series and appoint a successor trustee with respect to the Securities of such series
by delivering to the Trustee so removed, to the successor trustee so appointed and to the
Issuer the evidence as of the action in that regard taken by the Securityholders as provided
for in Section 7.1.




               (d) Any resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any of the
provisions of this Section 6.11 shall become effective upon acceptance of appointment by
the successor trustee as provided in Section 6.12.



     SECTION 6.12. Acceptance Of Appointment By Successor Trustee. Any successor trustee
appointed as provided in Section 6.11 shall execute and deliver to the Issuer and to its
predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any applicable series
shall become effective and such successor trustee, without any further act, deed or conveyance,
shall become vested with all rights, powers, duties and obligations with respect to such series of
its predecessor hereunder, with like effect as if originally named as trustee for such series
hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee,
upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 9.4,
pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior
claim upon all property or funds held or collected by such trustee to secure any amounts then due
it pursuant to the provisions of Section 6.6.



     If a successor trustee is appointed with respect to the Securities of one or more (but not
all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of
any series as to which the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and 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 as co-trustees of the same trust and that each such trustee shall be trustee of a trust or
trusts under separate indentures.



     No successor trustee with respect to any series of Securities shall accept appointment as
provided in this Section 6.12 unless at the time of such acceptance such successor trustee shall be
qualified under Section 310(b) of the Trust Indenture Act and eligible under the provisions of
Section 6.10.



     Upon acceptance of appointment by any successor trustee as provided in this Section 6.12, the
Issuer shall give notice thereof to the Holders of Registered Securities of each series affected by
mailing such notice to such Holders at their addresses as they shall appear on the registry books.
If the acceptance of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice called for by Section
6.11. If the Issuer fails to give such notice within ten days after



26









 







acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be given at the expense of
the Issuer.



     SECTION 6.13. Merger, Conversion, Consolidation Or Succession To Business Of Trustee.
Any corporation, association or other entity into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation, association or other entity resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation,
association or other entity succeeding to the corporate trust business of the Trustee, (including
by sale or transfer of all or substantially all of its corporate trust assets) shall be the
successor of the Trustee hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
PROVIDED, that such corporation, association or other entity shall be qualified under Section
310(b) of the Trust Indenture Act and eligible under the provisions of Section 6.10.



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



     SECTION 6.14. Preferential Collection Of Claims Against The Issuer. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship as
provided 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.



     SECTION 6.15. Appointment Of Authenticating Agent. As long as any Securities of a
series remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval
of the Issuer an authenticating agent (the “Authenticating Agent”) which shall be authorized to act
on behalf of the Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9. Securities of each such
series authenticated by such Authenticating Agent shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee.
Whenever reference is made in this Indenture to the authentication and delivery of Securities of
any series by the Trustee or to 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 for such series and a Certificate of Authentication executed on behalf of the Trustee by such
Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing business under the
laws of the United States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $45,000,000 (determined
as provided in Section 6.10 with respect to the Trustee) and subject to supervision or examination
by federal or state authority.



     Any corporation into which any 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 any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer.



     Upon receiving such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 6.15 with respect to one or more series of Securities, the Trustee shall, upon receipt of
an Issuer Order, appoint a successor



27









 







Authenticating Agent and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and to the extent
provided in Section 11.2. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating Agent. The Issuer
agrees to pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction of the Trustee.



     Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating Agent.



ARTICLE VII




CONCERNING THE SECURITYHOLDERS




     SECTION 7.1. Evidence Of Action Taken By Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by a specified percentage in principal amount of the Securityholders of any or all
series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture, and subject to the provisions of Sections 6.1 and 6.2, conclusive in favor of the
Trustee and the Issuer, if made in the manner provided in this Article.



     Notwithstanding the foregoing, with respect to any Registered Global Security, nothing herein
shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving
effect to any request, demand, authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be given or taken by a Depositary or impair, as between a Depositary
and such holders of beneficial interest, the operation of customary practices governing the
exercise of the rights of the Depositary (or its nominee) as Holder of any Security.



     Without limiting the generality of this Section 7.1, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a Depositary that is a Holder of a Registered Global
Security, may make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant
to this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a
Registered Global Security may give its proxy or proxies to the Depositary’s participants or the
beneficial owners of interests in any such Registered Global Security, as the case may be, through
such Depositary’s standing instructions and customary practices.



     The Trustee shall fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any permanent Registered Global Security held by a Depositary and
who are entitled under the procedures of such Depositary to make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture to be made, given or taken by
Holders. If such a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such persons, shall be entitled to make, give or take such request,
demand, authorization, direction, notice consent, waiver or other action, whether or not such
Holders remain Holders after such record date. No such request, demand, authorization, direction
notice, consent, waiver or other action shall be valid or effective if made, given or taken more
than 90 days after such record date.



     SECTION 7.2. Proof Of Execution Of Instruments And Of Holding Of Securities. Subject
to the provisions of Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or
his or her agent or proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Registered Securities shall be proved by the Security register or by a certificate of
the registrar thereof.



28









 





     SECTION 7.3. Holders To Be Treated As Owners. The Issuer, the Trustee and any agent
of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be
registered upon the Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of the principal of
and, subject to the provisions of this Indenture, interest on such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall
be affected by any notice to the contrary.



     No holder of any beneficial interest in any Registered Global Security held on its behalf by a
Depositary (or its nominee) shall have any rights under this Indenture with respect to such
Registered Global Security or any Security represented thereby, and such Depositary may be treated
by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the owner of such
Registered Global Security or any Security represented thereby for all purposes whatsoever. None
of the Issuer, the Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Registered Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.



     SECTION 7.4. Securities Owned By Issuer Deemed Not Outstanding. In determining whether
the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all
series have concurred in any request, demand, authorization, direction, notice, consent, waiver or
other action by Securityholders under this Indenture, Securities which are owned by the Issuer or
any other obligor on the Securities with respect to which such determination is being made or by
any person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect to which such
determination is being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such action only Securities which the Trustee knows are so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Issuer or any other obligor
upon the Securities or any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the
Issuer shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to the provisions of Sections 6.1 and 6.2, the Trustee shall
be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set
forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any
such determination.



     SECTION 7.5. Right Of Revocation Of Action Taken. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by
the Holders of the percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke
such action so far as concerns such Security. Except as aforesaid, any such action taken by the
Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any notation in regard thereto is
made upon any such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee
and the Holders of all the Securities affected by such action.



29









 





ARTICLE VIII




SUPPLEMENTAL INDENTURES




     SECTION 8.1. Supplemental Indentures Without Consent Of Securityholders. The Issuer,
when authorized by a resolution of its Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto for one or more of
the following purposes:




               (a) to evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants, agreements
and obligations of the Issuer pursuant to any applicable covenants herein and pursuant to
the terms of the Securities as set forth in Section 2.3;




               (b) to add to the covenants of the Issuer such further covenants, restrictions,
conditions or provisions as the Issuer and the Trustee shall consider to be for the
protection of the Holders of Securities and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions, conditions or
provisions an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; PROVIDED, that in respect of any
such additional covenant, restriction, condition or provision such supplemental indenture
may provide for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such an Event of Default or may limit the remedies available to the Trustee
upon such an Event of Default or may limit the right of the Holders of a majority in
aggregate principal amount of the Securities of such series to waive such an Event of
Default; PROVIDED FURTHER, that any such addition, change or elimination (i) shall neither
(A) apply to any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision and (ii) shall become effective only
when there is no such Security Outstanding.




               (c) to cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make any other provisions
as the Issuer may deem necessary or desirable, PROVIDED, that no such action shall adversely
affect the interests of the Holders of the Securities in any material respect as determined
by the Trustee (which determination may be based on an Opinion of Counsel); and




               (d) 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 6.12.



     The Trustee is hereby authorized to join with the Issuer in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



     Any supplemental indenture authorized by the provisions of this Section may be executed
without the consent of the Holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 8.2.



     SECTION 8.2. Supplemental Indentures With Consent Of Securityholders.



30









 






               (a) Except as set forth in paragraph (b) below, with the consent (evidenced as provided
in Article VII) of the Holders of not less than a majority in aggregate principal amount of
the Securities at the time Outstanding of all series of Securities affected by such
supplemental indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as in force and effect at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such series.




               (b) No such supplemental indenture shall (i) extend the final maturity of any Security,
or reduce the principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make the principal
thereof (including any amount in respect of original issue discount), or interest thereon
payable in any coin or currency other than that provided in the Securities or in accordance
with the terms thereof, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.1 or the amount thereof provable in bankruptcy pursuant to Section 5.2, or
impair or affect the right of any Securityholder to institute suit for the payment thereof
when due or, if the Securities provide therefor, any right of repayment at the option of the
Securityholder, in each case without the consent of the Holder of each Security so affected,
or (ii) reduce the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the consent of the
Holders of each Security so affected.




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




               (d) Upon the request of the Issuer, accompanied by a copy of a resolution of the Board
of Directors (which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in accordance with or
pursuant to an Issuer Order) certified by the secretary or an assistant secretary of the
Issuer authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join with the Issuer
in the execution of such supplemental indenture unless such supplemental indenture affects
the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.



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



     Promptly after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 8.2, the Trustee shall give notice thereof to the
Holders of then Outstanding Registered Securities of each series affected thereby, by mailing a
notice thereof by first-class mail to such Holders at their addresses as they shall appear on the
Security register, and such notice shall set forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer to give such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture.



     SECTION 8.3. Effect Of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of



31









 







the Trustee, the Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.



     SECTION 8.4. Documents To Be Given To Trustee. The Trustee, subject to the provisions
of Sections 6.1 and 6.2, shall be entitled to receive, and shall be fully protected in relying
upon, an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article VIII complies with the applicable
provisions of this Indenture.



     SECTION 8.5. Notation On Securities In Respect Of Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for
such series as to any matter provided for by such supplemental indenture or as to any action taken
by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series
so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series
then Outstanding.



ARTICLE IX




SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS




     SECTION 9.1. Satisfaction And Discharge Of Indenture.




               (a) The following provisions shall apply to the Securities of each series unless
specifically otherwise provided in a Board Resolution, Officer’s Certificate or supplemental
indenture provided pursuant to Section 2.3. If at any time (i) the Issuer shall have paid or
caused to be paid the principal of and interest on all the Securities of any series
Outstanding hereunder and (other than Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when
the same shall have become due and payable, or (ii) the Issuer shall have delivered to the
Trustee for cancellation all Securities of any series theretofore authenticated (other than
any Securities of
such series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.9) or (iii) in the case of any series of
Securities where the exact amount of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (b) below, (a) all the
Securities of such series not theretofore delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable within one year
or are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and (b) the Issuer shall have irrevocably
deposited or caused to be deposited with the Trustee funds in trust the entire amount in (i)
cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 9.4), (ii) direct obligations of the United States of America or
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States, the payment of which is unconditionally guaranteed as
a full faith and credit obligation of the United States, which are not callable or
redeemable at the option of the issuer thereof (“U.S. Government Obligations”), maturing as
to principal and interest at such times and in such amounts as will insure the availability
of cash sufficient to pay at such maturity or upon such redemption, as the case may be, or
(iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay (x) the principal and interest on all Securities of such series on each date
that such principal or interest is due and payable and (y) any mandatory sinking fund
payments on the dates on which such payments are due and payable in accordance with the
terms of the Indenture and the Securities of such series; and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer,
then this Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities of such Series pursuant to Section 2.8
and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Securities (iii) rights of holders of Securities



32









 







pursuant
to Section 2.8 to receive payments of principal thereof and interest thereon, upon the
original stated due dates therefor (but not upon acceleration), and remaining rights of the
Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, including those under Section 6.6, (v) the
rights of the Holders of Securities of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and (vi) the
obligations of the Issuer under Section 3.2) and the Trustee, on demand of the Issuer
accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture; PROVIDED, that the rights of Holders of the Securities to
receive amounts in respect of principal of and interest on the Securities held by them shall
not be delayed longer than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities of such series.




          (b) The following provisions shall apply to the Securities of each series unless
specifically otherwise provided in a Board Resolution, Officer’s Certificate or supplemental
indenture provided pursuant to Section 2.3. In addition to discharge of the Indenture
pursuant to the next preceding paragraph, in the case of any series of Securities the exact
amounts of principal of and interest due on which can be determined at the time of making
the deposit referred to in clause (a) below, the Issuer shall be deemed to have paid and
discharged the entire indebtedness on all the Securities of such a series on the date of the
deposit referred to in subparagraph (a) below, and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect (except as to (i)
rights of registration of transfer and exchange of Securities of such series pursuant to
Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders of
Securities to receive payments of principal thereof and interest thereon, upon the original
stated due dates therefor (but not upon acceleration), and remaining rights of the Holders
to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and
immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them and (vi) the obligations of the Issuer under Section 3.2) and
the Trustee, at the expense of the Issuer, shall at the Issuer’s request, execute proper
instruments acknowledging the same, if:




               (i) with reference to this provision the Issuer has irrevocably deposited or
caused to be irrevocably deposited with the Trustee as funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series: (x) cash in an amount, or (y) U.S. Government
Obligations, maturing as to principal and interest at such times and in such amounts
as will insure the availability of cash or (z) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay (A)
the principal and interest on all Securities of such series on each date that such
principal or interest is due and payable and (B) any mandatory sinking fund payments
on the dates on which such payments are due and payable in accordance with the terms
of the Indenture and the Securities of such series;




               (ii) such deposit will not result in a breach or violation of, or constitute a
default under, any agreement or instrument to which the Issuer is a party or by
which it is bound;




               (iii) the Issuer has delivered to the Trustee an opinion of counsel from a
nationally recognized law firm based on the fact that (x) the Issuer has received
from, or there has been published by, the IRS a ruling or (y) since the date hereof,
there has been a change in the applicable United States federal income tax law, in
either case to the effect that, and such opinion shall confirm that, the Holders of
the Securities of such series will not recognize income, gain or loss for United
States federal income tax purposes as a result of such deposit, defeasance 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 times, as would have been the case if such
deposit, defeasance and discharge had not occurred;



33









 






               (iv) the Issuer has delivered to the Trustee an Opinion of Counsel to the
effect that after the 91st day following the deposit, the trust funds will not be
subject to avoidance as a preferential transfer under Section 547(b) of the United
States Bankruptcy Code (except with respect to any Holder that is an “insider” of
the Issuer within the meaning of the United States Bankruptcy Code); and




               (v) the Issuer has delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating
to the defeasance contemplated by this provision have been complied with.




          (c) If the trustee or any paying agent is unable to apply any money in accordance with
this Indenture by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting that application, then the Issuer’s
obligations under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to this Indenture, until such time as the Trustee or
paying agent is permitted to apply all money in accordance with this Indenture; provided,
however, that if the Issuer makes any payment of principal of (or premium, if any) or
interest, if any, on any Security following the reinstatement of such obligations, the
Issuer will be subrogated to the rights of the Holders to receive such payment from the
money held by the Trustee or paying agent.




          (d) The Issuer shall be released from its obligations under Sections 3.6 and 3.7 and
unless otherwise provided for in the Board Resolution and/or Officer’s Certificate
establishing such series of Securities, from all covenants and other obligations referred to
in Section 2.3(14) or 2.3(15) with respect to such series of Securities, outstanding on and
after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”). For this purpose, such covenant defeasance means that, with respect to the
Outstanding Securities of any series, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any other
document and such omission to comply shall not constitute an Event of Default under Section
5.1, but the remainder of this Indenture and such Securities shall be unaffected thereby.
The following shall be the conditions to application of this subsection (d) of this Section
9.1, unless otherwise provided for in the Board Resolution and/or Officer’s Certificate
establishing such series of Securities:




               (i) The Issuer has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the
holders of the Securities of such series, (i) cash in an amount, or (ii) U.S.
Government Obligations maturing as to principal and interest at such times and in
such amounts as will insure the availability of cash or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee,
to pay (A) the principal and interest on all Securities of such series and (B) any
mandatory sinking fund payments on the day on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such
series;




               (ii) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to the Securities shall have occurred
and be continuing on the date of such deposit;




               (iii) Such covenant defeasance shall not cause the Trustee to have a
conflicting interest as defined in Section 6.9 or for purposes of the Trust
Indenture Act with respect to any securities of the Issuer;




               (iv) Such covenant defeasance shall not result in a breach or violation of, or
constitute a default under any agreement or instrument to which the Issuer is a
party or by which it is bound;



34









 






               (v) Such covenant defeasance shall not cause any Securities then listed on any
registered national securities exchange under the Exchange Act to be delisted;




               (vi) The Issuer shall have delivered to the Trustee an Officer’s Certificate
and an opinion of counsel from a nationally recognized law firm to the effect that
the Holders of the Securities of such series will not recognize income, gain or loss
for United States federal income tax purposes as a result of such covenant
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred;




               (vii) The Issuer has delivered to the Trustee an Opinion of Counsel to the
effect that after the 91st day following the deposit, the trust funds will not be
subject to avoidance as a preferential transfer under Section 547(b) of the United
States Bankruptcy Code (except with respect to any Holder that is an “insider” of
the Issuer within the meaning of the United States Bankruptcy Code); and




               (viii) The Issuer shall have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the covenant defeasance contemplated by this provision have been
complied with.



     SECTION 9.2. Application By Trustee Of Funds Deposited For Payment Of Securities.
Subject to Section 9.4, all moneys deposited with the Trustee (or other trustee) pursuant to
Section 9.1 shall be held in trust and applied by it to the payment, either directly or through any
paying agent (including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent required by law.



     SECTION 9.3. Repayment Of Moneys Held By Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys
then held by any paying agent under the provisions of this Indenture with respect to such series of
Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.



     SECTION 9.4. Return Of Moneys Held By Trustee And Paying Agent Unclaimed For Two Years.
Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the
principal of or interest on any Security of any series and not applied but remaining unclaimed for
two years after the date upon which such principal or interest shall have become due and payable,
shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Trustee for such series or such paying agent, and the Holder of the Securities of such series
shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent with respect to such
moneys shall thereupon cease; PROVIDED, that the Trustee or such paying agent, before being
required to make any such repayment with respect to moneys deposited with it for any payment shall
at the expense of the Issuer, mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the Security register, notice that such moneys remain and that,
after a date specified therein, which shall not be less than 30 days from the date of such mailing
or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.



     SECTION 9.5. Indemnity For U.S. Government Of Obligations. The Issuer shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 9.1 or the principal or interest received in
respect of such obligations.



35









 





ARTICLE X




MISCELLANEOUS PROVISIONS




     SECTION 10.1. Incorporators, Shareholders, Officers And Directors Of Issuer Exempt From
Individual Liability. No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such, or against any past, present or future shareholder, officer
or director, as such, of the Issuer or of any successor, either directly or through the Issuer or
any successor, under any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.



     SECTION 10.2. Provisions Of Indenture For The Sole Benefit Of Parties And Holders Of
Securities. Nothing in this Indenture, in the Securities, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties thereto and their
successors and the Holders of the Securities any legal or equitable right, remedy or claim under
this Indenture or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors and of the Holders
of the Securities.



     SECTION 10.3. Successors And Assigns Of Issuer Bound By Indenture. All the covenants,
stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer
shall bind its successors and assigns, whether so expressed or not.



     SECTION 10.4. Notices And Demands On Issuer, Trustee And Holders Of Securities.

 Any notice or demand which by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served
by being deposited postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to
Exelon Corporation, 10 South Dearborn Street, 37th Floor, Post Office Box A-3005,
Chicago, Illinois 60690-3005, Attention: Secretary. Any notice, direction, request or demand by the
Issuer or any Holder of Securities to or upon the Trustee shall be deemed to have been sufficiently
given or served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is filed by the
Trustee with the Issuer) to, 250 W. Huron Road, Suite 220, Cleveland, Ohio 44113 Attention:
Corporate Trust Department.



     Where this Indenture provides for notice to Holders of Registered Securities, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class mail, postage prepaid, to each Holder entitled thereto, at his or her last address as
it appears in the Security register.



     In any case where notice to such Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 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.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Issuer when such notice is required to the given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.



     SECTION 10.5. Officer’s Certificates And Opinions Of Counsel; Statements To Be Contained
Therein. Upon any application or demand by the Issuer to the Trustee to take any action under
any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel



36









 







stating that in the opinion of
such counsel all such conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the person making such certificate or opinion has read such covenant or condition,
(b) 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, (c) a statement that, in
the opinion of such person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition
has been complied with and (d) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.



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



     Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel,
as the case may be, knows that the certificate or opinion of or representations with respect to the
accounting matters upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous.



     Any certificate or opinion of any independent firm of public accountants filed with and
directed to the Trustee shall contain a statement that such firm is independent.



     SECTION 10.6. Payments Due On Saturdays, Sundays And Holidays. If the date of
maturity of interest on or principal of the Securities of any series or the date fixed for
redemption or repayment of any such Security shall not be a Business Day, then payment of interest
or principal need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.



     SECTION 10.7. Conflict Of Any Provision Of Indenture With Trust Indenture Act. If and
to the extent that any provision of this Indenture limits, qualifies or conflicts with duties
imposed by, or with another provision (an “incorporated provision”) included in this Indenture by
operation of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.



     SECTION 10.8. PENNSYLVANIA LAW TO GOVERN. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH COMMONWEALTH.



     SECTION 10.9. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.



     SECTION 10.10. Effect Of Headings. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof.



37









 





ARTICLE XI




REDEMPTION OF SECURITIES AND SINKING FUNDS




     SECTION 11.1. Applicability Of Article. The provisions of this Article shall be
applicable to the Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.3 for Securities of such series.



     SECTION 11.2. Notice Of Redemption; Partial Redemptions. Notice of redemption to the
Holders of Registered Securities of any series to be redeemed as a whole or in part at the option
of the Issuer shall be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such
series at their last addresses as they shall appear upon the registry books. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of such Security of such
series.



     The notice of redemption to each such Registered Holder shall specify the principal amount of
each Security of such series held by such Registered Holder to be redeemed, the date fixed for
redemption, the redemption price, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, that such redemption is pursuant to the mandatory or
optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a
series is to be redeemed in part only, the notice of redemption to Registered Holders of Securities
of the series shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the unredeemed portion thereof
will be issued.



     The notice of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at
the expense of the Issuer.



     On or before the redemption date specified in the notice of redemption given as provided in
this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.4) an amount of money sufficient to redeem on the redemption date all the Securities of
such series so called for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption. The Issuer will deliver to the Trustee at least 70 days
prior to the date fixed for redemption, or such shorter period as shall be acceptable to the
Trustee, an Officer’s Certificate stating the aggregate principal amount of Securities to be
redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any
restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officer’s Certificate stating that
such restriction has been complied with.



     If less than all the Securities of a series are to be redeemed, the Trustee shall select, in
such manner as it shall deemed appropriate and fair, in its sole discretion, Securities of such
series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to
the minimum authorized denomination for Securities of such series or any multiple thereof. The
Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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 of any series shall
relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.



     SECTION 11.3. Payment Of Securities Called For Redemption. If notice of redemption
has been given as above provided, the Securities or portions of Securities specified in such notice
shall become due and



38









 







payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after
said date (unless the Issuer shall default in the payment of such Securities at the redemption
price, together with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and, except as provided in Sections 6.5
and 9.4, such Securities shall cease from and after the date fixed for redemption to be entitled to
any benefit or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified portions thereof shall
be paid and redeemed by the Issuer at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption; PROVIDED, that payment of interest becoming due
on or prior to the date fixed for redemption shall be payable to the Holder of such Registered
Securities registered as such on the relevant record date, subject to the terms and provisions of
Section 2.3 and 2.7 hereof.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.



     Upon presentation of any Security redeemed in part only, the Issuer shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Issuer, a new Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.



     SECTION 11.4. Exclusion Of Certain Securities From Eligibility For Selection For
Redemption. Securities shall be excluded from eligibility for selection for redemption if they
are identified by registration and certificate number in an Officer’s Certificate delivered to the
Trustee at least 40 days prior to the last date on which notice of redemption may be given as being
owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or
(b) an entity specifically identified in such written statement as directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer.



     SECTION 11.5. Mandatory And Optional Sinking Funds. The minimum amount of any sinking
fund payment provided for by the terms of the 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 the Securities of any series is herein referred to as an “optional sinking fund
payment.” The date on which a sinking fund payment is to be made is herein referred to as the
“sinking fund payment date.”



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of
such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the
Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit
for optional sinking fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such series. Securities
so delivered or credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.



     On or before the 60th day next preceding each sinking fund payment date for any series, the
Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements
required by Section 10.5) (a) specifying the portion of the mandatory sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series
and the basis for such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or cured) and are
continuing and (d) stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have



39









 







not theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon
its receipt by the Trustee, the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s
Certificate and Securities specified in this paragraph, if any, shall not constitute a default but
shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make no optional
sinking fund payment with respect to such series as provided in this Section.



     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 or a lesser sum in Dollars if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall be applied on the
next succeeding sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed for redemption. If
such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried
over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 11.2, for redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of
such series (or portions thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment
date as being owned of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) an entity specifically identified in such Officer’s Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer.
The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request
the Trustee in writing) shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in Section 11.2 (and with the effect provided in Section
11.3) for the redemption of Securities of such series in part at the option of the Issuer. The
amount of any sinking fund payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys held on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other moneys, if necessary,
sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity.



     On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.



     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking
fund moneys or give any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of
any Event of Default except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for such redemption. Except
as aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default be deemed to have been collected under Article
V and held for the payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the 60th day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the redemption of such
Securities.



[Remainder of Page Intentionally Left Blank]




40









 





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


	 	 	 	 	 
	 	EXELON CORPORATION

 	 
	 	By:  	/s/  J. Barry Mitchell
 	 
	 	 	Name:  	J. Barry Mitchell 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/  Todd D. Cutler
 	 
	 	 	Todd. D. Cutler 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Chase Manhattan Trust Company, National Association

as Trustee

 	 
	 	By:  	/s/  D. Kovach
 	 
	 	 	Name:  	D. Kovach 	 
	 	 	Title:  	Assistant Vice President