exv4w03






Exhibit 4.03




 





WOODWARD GOVERNOR COMPANY




AND




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee



INDENTURE




Dated as of ________, 20___




      




 









 





CROSS REFERENCE SHEET *




     Provisions of Trust Indenture Act of 1939, as amended, and Indenture to be dated as of ______,
20___ by and between Woodward Governor Company and Wells Fargo Bank, National Association, as
Trustee:



	 	 	 
	Section of the Act	 	Section of Indenture 
	310(a)(1) and (2)
	 	6.9
	310(a)(3) and (4)
	 	Inapplicable
	310(b)
	 	6.8 and 6.10(a), (b) and (d)
	310(c)
	 	Inapplicable
	311(a)
	 	6.13
	311(b)
	 	6.13
	312(a)
	 	4.1 and 4.2(a)
	312(b)
	 	4.2(a) and (b)
	312(c)
	 	4.2(c)
	313(a)
	 	4.4(a)
	313(b)(1)
	 	Inapplicable
	313(b)(2)
	 	4.4(a)
	313(c)
	 	4.4(a)
	313(d)
	 	4.4(b)
	314(a)
	 	4.3
	314(b)
	 	Inapplicable
	314(c)(1) and (2)
	 	11.5
	314(c)(3)
	 	Inapplicable
	314(d)
	 	Inapplicable
	314(e)
	 	11.5
	314(f)
	 	Inapplicable
	315(a), (c) and (d)
	 	6.1
	315(b)
	 	5.11
	315(e)
	 	5.12
	316(a)(1)
	 	5.9 and 5.10
	316(a)(2)
	 	Not required
	316(a) (last sentence)
	 	7.4
	316(b)
	 	5.7
	316(c)
	 	7.6
	317(a)
	 	5.2
	317(b)
	 	3.4(a) and (b)
	318(a)
	 	11.7








 




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




 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE DEFINITIONS
	 	 	1	 
	1.1 Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 
	ARTICLE TWO SECURITIES
	 	 	7	 
	2.1 Forms Generally
	 	 	7	 
	2.2 Form of Trustee’s Certificate of Authentication
	 	 	7	 
	2.3 Amount Unlimited; Issuable in Series
	 	 	8	 
	2.4 Authentication and Delivery of Securities
	 	 	11	 
	2.5 Execution of Securities
	 	 	12	 
	2.6 Certificate of Authentication
	 	 	13	 
	2.7 Denomination and Date of Securities; Payments of Interest
	 	 	13	 
	2.8 Registration, Transfer and Exchange
	 	 	15	 
	2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	16	 
	2.10 Cancellation of Securities
	 	 	17	 
	2.11 Temporary Securities
	 	 	18	 
	2.12 Currency and Manner of Payments in Respect of Securities
	 	 	18	 
	2.13 Compliance with Certain Laws and Regulations
	 	 	21	 
	2.14 CUSIP Numbers
	 	 	21	 
	2.15 Securities in Global Form
	 	 	21	 
	2.16 Form of Conversion Notice
	 	 	22	 
	 
	 	 	 	 
	ARTICLE THREE COVENANTS OF THE ISSUER
	 	 	22	 
	3.1 Payment of Principal and Interest
	 	 	22	 
	3.2 Offices for Payment, etc
	 	 	23	 
	3.3 Appointment to Fill a Vacancy in Office of Trustee
	 	 	23	 
	3.4 Paying Agents
	 	 	23	 
	3.5 Additional Amounts
	 	 	24	 
	3.6 Calculation of Original Issue Discount and Other Amounts
	 	 	25	 
	 
	 	 	 	 
	ARTICLE FOUR SECURITYHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
	 	 	26	 
	4.1 Company to Furnish Trustee Information as to Names and Addresses of Securityholders
	 	 	26	 
	4.2 Preservation and Disclosure of Securityholders’ Lists
	 	 	26	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	4.3 Reports by the Company
	 	 	27	 
	4.4 Reports by the Trustee
	 	 	28	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	29	 
	5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default
	 	 	29	 
	5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt
	 	 	31	 
	5.3 Application of Proceeds
	 	 	33	 
	5.4 Suits for Enforcement
	 	 	33	 
	5.5 Restoration of Rights on Abandonment of Proceedings
	 	 	34	 
	5.6 Limitations on Suits by Securityholders
	 	 	34	 
	5.7 Unconditional Right of Securityholders to Institute Certain Suits
	 	 	34	 
	5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	 	 	35	 
	5.9 Control by Securityholders
	 	 	35	 
	5.10 Waiver of Past Defaults
	 	 	35	 
	5.11 Trustee to Give Notice of Default, But May Withhold in Certain Circumstances
	 	 	36	 
	5.12 Right of Court to Require Filing of Undertaking to Pay Costs
	 	 	36	 
	 
	 	 	 	 
	ARTICLE SIX CONCERNING THE TRUSTEE
	 	 	36	 
	6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default
	 	 	36	 
	6.2 Certain Rights of the Trustee
	 	 	38	 
	6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
	 	 	39	 
	6.4 Trustee and Agents May Hold Securities; Collections, etc
	 	 	39	 
	6.5 Moneys Held by Trustee
	 	 	39	 
	6.6 Compensation and Indemnification of Trustee and Its Prior Claim
	 	 	40	 
	6.7 Right of Trustee to Rely on Officers’ Certificate, etc
	 	 	40	 
	6.8 Disqualification of Trustee; Conflicting Interests
	 	 	40	 
	6.9 Persons Eligible for Appointment as Trustee
	 	 	41	 
	6.10 Resignation and Removal; Appointment of Successor Trustee
	 	 	41	 
	6.11 Acceptance of Appointment by Successor Trustee
	 	 	42	 






-ii-









 







TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	43	 
	6.13 Preferential Collection of Claims Against the Company
	 	 	44	 
	 
	 	 	 	 
	ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS
	 	 	44	 
	7.1 Evidence of Action Taken by Securityholders
	 	 	44	 
	7.2 Proof of Execution of Instruments
	 	 	45	 
	7.3 Holders to Be Treated as Owners
	 	 	45	 
	7.4 Securities Owned by Company Deemed Not Outstanding
	 	 	45	 
	7.5 Right of Revocation of Action Taken
	 	 	46	 
	7.6 Record Date for Determination of Holders Entitled to Vote
	 	 	46	 
	 
	 	 	 	 
	ARTICLE EIGHT SUPPLEMENTAL INDENTURES
	 	 	46	 
	8.1 Supplemental Indentures Without Consent of Securityholders
	 	 	46	 
	8.2 Supplemental Indentures With Consent of Securityholders
	 	 	48	 
	8.3 Effect of Supplemental Indenture
	 	 	49	 
	8.4 Documents to Be Given to Trustee
	 	 	49	 
	8.5 Notation on Securities in Respect of Supplemental Indentures
	 	 	49	 
	 
	 	 	 	 
	ARTICLE NINE CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 	50	 
	9.1 Company May Consolidate, etc., on Certain Terms
	 	 	50	 
	9.2 Successor Entity Substituted
	 	 	50	 
	9.3 Opinion of Counsel to Trustee
	 	 	51	 
	 
	 	 	 	 
	ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	 	 	51	 
	10.1 Satisfaction and Discharge of Indenture
	 	 	51	 
	10.2 Defeasance and Covenant Defeasance
	 	 	52	 
	10.3 Application by Trustee of Funds Deposited for Payment of Securities
	 	 	54	 
	10.4 Repayment of Moneys Held by Paying Agent
	 	 	54	 
	10.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent
	 	 	54	 
	10.6 Reinstatement of Company’s Obligations
	 	 	54	 
	 
	 	 	 	 
	ARTICLE ELEVEN MISCELLANEOUS PROVISIONS
	 	 	55	 
	11.1 Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability
	 	 	55	 
	11.2 Provisions of Indenture for the Sole Benefit of Parties and Securityholders
	 	 	55	 






-iii-









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	11.3 Successors and Assigns of Company Bound by Indenture
	 	 	55	 
	11.4 Notices and Demands on Company, Trustee and Securityholders
	 	 	55	 
	11.5 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein
	 	 	56	 
	11.6 Payments Due on Saturdays, Sundays and Holidays
	 	 	57	 
	11.7 Conflict of Any Provision of Indenture with Trust Indenture Act
	 	 	57	 
	11.8 New York Law to Govern
	 	 	57	 
	11.9 Counterparts
	 	 	57	 
	11.10 Effect of Headings
	 	 	57	 
	11.11 Determination of Principal Amount
	 	 	57	 
	11.12 Waiver
	 	 	58	 
	11.13 Force Majeure
	 	 	58	 
	11.14 Waiver of Jury Trial
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TWELVE REDEMPTION OF SECURITIES
	 	 	58	 
	12.1 Notice of Redemption; Partial Redemptions
	 	 	58	 
	12.2 Payment of Securities Called for Redemption
	 	 	60	 
	12.3 Exclusion of Certain Securities from Eligibility for Selection for Redemption
	 	 	61	 
	12.4 Repayment at the Option of the Holders
	 	 	61	 
	 
	 	 	 	 
	ARTICLE THIRTEEN HOLDERS’ MEETINGS
	 	 	61	 
	13.1 Purposes of Meetings
	 	 	61	 
	13.2 Call of Meetings by Trustee
	 	 	62	 
	13.3 Call of Meetings by Company or Holders
	 	 	62	 
	13.4 Qualifications for Voting
	 	 	62	 
	13.5 Regulations
	 	 	62	 
	13.6 Voting
	 	 	63	 
	13.7 No Delay of Rights by Meeting
	 	 	63	 






-iv-









 






     THIS INDENTURE, dated as of _______, 20__ (this “Indenture”), by and between WOODWARD
GOVERNOR COMPANY, a Delaware corporation (the “Company”), and Wells Fargo Bank, National
Association, as Trustee (the “Trustee”),



W I T N E S S E T H:




     WHEREAS, the Company has duly authorized the issue from time to time of its debentures, notes
or other evidences of indebtedness (the “Securities”) to be issued in one or more Series (as
defined herein) up to such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Company has duly authorized the execution
and delivery of this Indenture; 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,
the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective Holders from time to time of the Securities as follows:



ARTICLE ONE




DEFINITIONS



     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 (as defined
herein) or the definitions of which in the Securities Act (as defined herein) 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 clearly requires), shall
have the meanings assigned to such terms in such Trust Indenture Act and in the Securities Act as
in force at the date of this Indenture. 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 in the United States of America at the time of any
computation. The words “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole, as supplemented and amended from time to time, 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.



     “Additional Amounts” has the meaning specified in Section 3.5.



     “Board of Directors” means either the board of directors of the Company or any committee of
such Board duly authorized to act hereunder, as the case may be.



 









 





     “Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday in New
York, New York, and on which the Trustee and commercial banks are open for business in New York,
New York.



     “Capital Stock” means any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including each class of Common
Stock and Preferred Stock, and all options, warrants or other rights to purchase or acquire any of
the foregoing.



     “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.



     “Common Stock” includes any stock of any class of the Company that has no preference in
respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which is not subject to redemption by the
Company.



     “Company” means (except as otherwise provided in Article Six) Woodward Governor Company, a
Delaware corporation, and, subject to Article Nine, its successors and assigns.



     “Company Notice” means the confirmation of the Company signed by an officer, transmitted by
facsimile and confirmed in writing to the Trustee of the terms of the issuance of any Securities
issuable in Tranches.



     “Conversion Date” has the meaning specified in Section 2.12.



     “Conversion Event” means the cessation of use of a Foreign Currency both by the government of
the country that issued such Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community.



     “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, at the
date as of which this Indenture is dated, located at Wells Fargo Bank, National Association,
Corporate Trust Services, 230 West Monroe Street, Suite 2900, Chicago, IL 60606.



     “Coupon” means any interest coupon appertaining to any Security.



     “Coupon Security” means any Security authenticated and delivered with one or more Coupons
appertaining thereto.



     “Covenant Defeasance” has the meaning specified in Section 10.2(c).



     “Currency” means any currency or currencies issued by the government of one or more countries
or by any recognized confederation or association of such governments, and in connection with the
designation options that may be provided (a) pursuant to Section 2.3(14)



2









 




hereof or (b) by the Board
of Directors pursuant to Section 2.12(b)(1) hereof, would consist of the following currencies:
Dollars, euros and pounds sterling.




     “Currency Determination Agent” means the New York clearing house bank, if any, from time to
time selected by the Company for purposes of Section 2.12.



     “Defeasance” has the meaning specified in Section 10.2(b).



     “Dollar” means the coin or Currency of the United States which as of the time of payment is
legal tender for the payment of public and private debts.



     “Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 2.12.



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



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Exchange Rate Officer’s Certificate” means a certificate setting forth (a) the applicable
Market Exchange Rate or the applicable quotation and (b) the Dollar or Foreign Currency amounts
payable on the basis of such Market Exchange Rate or quotation in respect of the principal of and
interest on the applicable Series of Registered Securities, signed by the treasurer or any
assistant treasurer of the Company, and delivered to the Trustee.



     “Foreign Currency” means any Currency issued by the government of one or more countries other
than the United States or by any recognized confederation or association of such governments.



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



     “Holder”, “Holder of Securities”, “Securityholder” or other similar terms mean the bearer of
an Unregistered Security or a Registered Holder of a Registered Security and, when used with
respect to any Coupon, means the bearer thereof.



3









 





     “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.



     “interest,” when used with respect to non-interest bearing Securities, means interest payable
at maturity and, when used with respect to a Security which provides for the payment of Additional
Amounts pursuant to Section 3.5 or otherwise, includes such Additional Amounts.



     “Market Exchange Rate” has the meaning specified in Section 2.12.



     “non-U.S. Person” means a Person other than a U.S. Person.



     “Officers’ Certificate” means a certificate signed by the president or any vice president and
by the treasurer or any assistant treasurer or the secretary or any assistant secretary of the
Company and delivered to the Trustee. Each such certificate shall include the statements provided
for in Section 11.5 to the extent applicable.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Company and who shall be satisfactory to the Trustee. Each such
opinion shall include the statements provided for in Section 11.5, if and to the extent required
hereby.



     “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” with respect to any Security, including an Original Issue Discount
Security, has the same meaning as set forth in Section 1273 of the Internal Revenue Code of 1986,
as in effect on the date hereof, or any successor provision, and the applicable regulations of the
U.S. Department of the Treasury promulgated thereunder.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the stated principal amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 5.1.



     “Outstanding” when used with reference to Securities, shall, subject to the provisions of
Section 7.4, mean, as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except




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




     (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount and in the specified Currency shall have been
deposited in trust with the Trustee or with any Paying Agent (other than the
Company) or shall have been set aside, segregated and held in trust by the Company
for the holders of such Securities (if the Company shall act as its own Paying
Agent), provided that if such Securities, or portions thereof, are to be




4











 






redeemed prior to the maturity thereof, notice of such redemption shall have
been given as herein provided, or provision satisfactory to the Trustee shall have
been made for giving such notice;




     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered in substitution, or which shall have been paid, pursuant
to the terms of Section 2.9 (except with respect to any such Security as to which
proof satisfactory to the Trustee and the Company is presented that such Security is
held by a Person in whose hands such Security is a legal, valid and binding
obligation of the Company); and




     (d) Securities discharged pursuant to Section 10.1 or with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in Section
10.2, to the extent such Securities are not reinstated pursuant to Section 10.6.



     “Paying Agent” means any Person (which may include the Company) authorized by the Company to
pay the principal of or interest, if any, on any Security on behalf of the Company.



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



     “Place of Payment”, when used with respect to the Securities of any Series, means the place or
places where the principal of and interest, if any, on the Securities of that Series are payable as
specified pursuant to Section 3.2, and initially shall mean the designated office of the Trustee at
which the corporate trust paying agent office of the Trustee shall, at any particular time, be
administered, which office is, at the date of this Indenture, located at 608 Second Avenue South,
N9303-121, Minneapolis, Minnesota 55479, Attention: Corporate Trust Operations.



     “Preferred Stock” includes any stock of any class of the Company that has a preference over
Common Stock in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company.



     “principal” whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any”.



     “Registered Holder” when used with respect to a Registered Security means the Person in whose
name such Security is registered in the Security register.



     “Registered Security” means any Security registered in the Security register.



     “Responsible Officer” when used with respect to the Trustee means any officer within the
corporate trust department (or any successor group) of the Trustee including any vice president,
assistant vice president, assistant secretary, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the Persons who at the time
shall



5









 




be such officers, respectively, or to whom any corporate trust matter is referred at the
Corporate Trust Office because of his or her knowledge of and familiarity with the particular
subject.




     “Securities Act” means the Securities Act of 1933.



     “Security” or “Securities” 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.



     “Series” or “Series of Securities” means a series of Securities and, except in Sections 2.3
and 7.4 and Articles Five, Six and Eleven, the terms “Series” or “Series of Securities” shall also
mean a Tranche in the event that the applicable Series may be issued in separate Tranches.



     “Subsidiary” means any Person which is consolidated in the Company’s accounts and any Person
of which at least a majority of the Outstanding stock having by the terms thereof ordinary voting
power to elect a majority of the directors (or Persons performing similar functions) of such Person
(irrespective of whether or not at the time stock of any other class or classes of such Person
shall have or might have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by the Company, or by one or more Subsidiaries, or by
the Company and one or more Subsidiaries.



     “Tranche” means all Securities of the same Series which have the same issue date, maturity
date, interest rate or method of determining interest, and, in the case of Original Issue Discount
Securities, which have the same issue price.



     “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article Six, any successor trustee.



     “Trust Indenture Act of 1939” or “Trust Indenture Act” (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended, as in effect on the date
as of which this Indenture was originally executed.



     “United States” means the fifty states constituting the United States of America, its
territories, its possessions and other areas subject to its jurisdictions as of the date of this
Indenture.



     “U.S. Person” means, unless otherwise specified with respect to any Securities pursuant to
Section 2.3, an individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to U.S. federal income taxation regardless of its
source.



     “Unregistered Security” means any Security not registered in the Security register.



     “Valuation Date” has the meaning specified in Section 2.12.



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



6









 





     “Wholly Owned Subsidiary” means any Subsidiary in which the Company and/or its other wholly
owned Subsidiaries own all of the Outstanding capital stock (other than directors’ qualifying
shares).



ARTICLE TWO




SECURITIES



     2.1 Forms Generally. The Securities of each Series and the Coupons, if any, shall be
substantially in such form (not inconsistent with this Indenture) as shall be established by or
pursuant to a resolution of the Board of Directors or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each Series of Securities, including the Currency or
denomination, which may be Dollars or any Foreign Currency) and may have imprinted or otherwise
reproduced thereon such legend or legends, 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 and Coupons, if any, as evidenced by their execution of
the Securities and Coupons, if any.



     The definitive Securities and Coupons, if any, shall be printed, or may be produced in any
other manner, all as determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of such Securities and Coupons, if any.



     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:



[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]




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



	 	 	 	 	 
	 	Wells Fargo Bank, National Association,

as Trustee

 	 
	 	By  	 	 
	 	Authorized Signatory 	 
	 	 	 	 
	 	or

 	 
	 	 	 ,
	 	as Authentication Agent 	 
	 	 	 	 
	 	By  	 	 
	 	Authorized Officer 	 
	 	 	 	 



7









 






	 	 	 	 	 




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




     (1) the title of the Securities of the Series (which title shall distinguish the
Securities of the Series from all other Securities issued by the Company), including, as
applicable, whether the Securities of the Series shall be issued as senior Securities,
senior subordinated Securities or subordinated Securities, any subordination provisions
particular to the Securities of the Series and whether the Securities of the Series are
convertible or exchangeable for other securities;




     (2) any limit upon the aggregate principal amount of the Securities of the Series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the Series pursuant to Sections 2.8, 2.9, 2.11 or 12.2);




     (3) if other than 100% of its aggregate principal amount, the percentage of the
aggregate principal amount at which the Securities of the Series will be offered;




     (4) the date or dates (whether fixed or extendable) on which the principal of the
Securities of the Series is payable;




     (5) the rate or rates, which may be fixed or variable, at which the Securities of the
Series shall bear interest, if any, the date or dates from which such interest shall accrue,
the interest payment dates on which such interest shall be payable, the basis upon which
interest shall be calculated if other than that of a 360-day year consisting of twelve
30-day months and, in the case of Registered Securities, the record dates for the
determination of Holders to whom interest is payable;




     (6) any provisions relating to the issuance of the Securities of the Series at an
Original Issue Discount;




     (7) the place or places where the principal of and interest on Securities of the Series
shall be payable and where Securities of the Series may be surrendered for conversion or
exchange (if other than as provided in Section 3.2);




     (8) whether any of such Securities are to be redeemable at the option of the Company,
and if so, the price or prices at which, the period or periods within which and the terms
and conditions upon which Securities of the Series may be so redeemed, in whole or in part,
at the option of the Company, pursuant to any sinking fund or otherwise;




     (9) if other than 100% of the aggregate principal amount thereof, the portion of the
principal amount of the Securities of the Series which shall be payable upon declaration of
acceleration of the maturity date thereof pursuant to Section 5.1 or



8









 






provable in bankruptcy pursuant to Section 5.2, or, if applicable, which is convertible
or exchangeable in accordance with the provisions of such Securities or the resolution of
the Board of Directors or the supplemental indenture pursuant to which such Securities are
issued;




     (10) the obligation, if any, of the Company to redeem, purchase or repay Securities of
the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof, and the price or prices, in the Currency in which the Securities of such Series are
payable, at which, and the period or periods within which, and the terms and conditions upon
which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligation (including, without limitation, the terms or method of payment
thereof if other than cash), and any provision for the remarketing of the Securities;




     (11) the issuance of Securities of a Series as Registered Securities or Unregistered
Securities or both, and the rights of the Holders to exchange Unregistered Securities of the
Series for Registered Securities of the Series or to exchange Registered Securities of the
Series for Unregistered Securities of the Series and the circumstances under which any such
exchanges, if permitted, may be made;




     (12) if other than denominations of $1,000 and any integral multiple thereof, the
denominations, which may be in Dollars or any Foreign Currency, in which Securities of the
Series shall be issuable;




     (13) whether the Securities of the Series will be certificated and, if so, the form of
the Securities (or forms thereof if Unregistered Securities and Registered Securities shall
be issuable in such Series), including such legends as required by law or as the Company
deems necessary or appropriate, the form of any Coupons or temporary global security which
may be issued and the forms of any certificates which may be required hereunder or which the
Company may require in connection with the offering, sale, delivery or exchange of
Unregistered Securities;




     (14) if other than Dollars, the Currency or Currencies in which payments of interest,
principal and other amounts payable with respect to the Securities of the Series are to be
denominated, payable, redeemable or repurchasable, as the case may be;




     (15) whether Securities of the Series are issuable in Tranches;




     (16) the obligations, if any, of the Company to permit the conversion or exchange of
the Securities of such Series into Common Stock, Preferred Stock or other Capital Stock or
property, or combination thereof, and the terms and conditions upon which such conversion
shall be effected (including, without limitation, the initial conversion or exchange price
or rate, the conversion or exchange period, the provisions for conversion or exchange price
or rate adjustments and any other provision relative to such obligation) and any limitations
on the ownership or transferability of the securities or property into which Holders of the
Securities may convert or exchange the Securities;



9









 






     (17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer
agents or registrars or any other agents with respect to the Securities of such Series;




     (18) if the Securities of such Series do not bear interest, the applicable dates for
purposes of Section 4.1 hereof;




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




     (20) if the amount of payments of principal of, make-whole amount, if any, and interest
on the Securities of the Series may be determined with reference to an index, the manner in
which such amounts shall be determined;




     (21) any deletions from, modifications of or additions to any other affirmative or
negative covenants with respect to the Securities of such Series;




     (22) whether the Securities of such Series shall be issued in whole or in part in the
global form of one or more Securities and in such case, (i) the depositary for such
Securities, which depositary must be a clearing agency registered under the Exchange Act,
(ii) the circumstances under which any such Securities may be exchanged for Securities
registered in the name of, and under which any transfer of such Securities may be registered
in the name of, any Person other than such depositary or its nominee, if other than as set
forth in Section 2.15 and (iii) any other provisions regarding such Securities which
provisions may be in addition to or in lieu of, in whole or in part, the provisions of
Section 2.15;




     (23) whether, under what circumstances and the Currency in which, the Company will pay
Additional Amounts as contemplated by Section 3.5 on the Securities of the Series to any
Holder who is a non-U.S. Person (including any modification to the definition of such term)
in respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities rather than pay such Additional Amounts (and
the terms of any such option);




     (24) whether the Securities of the Series, in whole or in specified part, will not be
defeasible pursuant to Section 10.2(b) or Section 10.2(c), or both such Sections, and, if
the Securities may be defeased, in whole or in specified part, pursuant to either or both
such Sections, any provisions to permit a pledge of obligations other than Government
Obligations (or the establishment of other arrangements) to satisfy the requirements of
Section 10.2(d)(i) for defeasance of the Securities and, if other than by a resolution of
the Board of Directors, the manner in which any election by the Company to defease the
Securities will be evidenced; and




     (25) any other terms or conditions upon which the Securities of the Series are to be
issued (which terms shall not be inconsistent with the provisions of this Indenture).



10









 





     All Securities of any one Series shall be substantially identical except as to denomination,
except as provided in the immediately succeeding paragraph, and except as may otherwise be provided
in or pursuant to such resolution of the Board of Directors or in any such indenture supplemental
hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise
provided, a Series may be reopened, without the consent of the Holders, for issuances of additional
Securities of such Series or to establish additional terms of such Series of Securities (which
additional terms shall only be applicable to unissued or additional Securities of such Series).



     Each Series may be issued in one or more Tranches. Except as provided in the foregoing
paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate
or method of determining interest, and, in the case of Original Issue Discount Securities, the same
issue price.



     2.4 Authentication and Delivery of Securities. At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver Securities of any
Series having attached thereto appropriate Coupons, if any, executed by the Company to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or
upon the written order of the Company, signed by both (a) its chief executive officer, president or
any vice president and (b) by its treasurer or any assistant treasurer, secretary or any assistant
secretary without any further action by the Company. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully protected in
relying upon:




     (1) a certified copy of any resolution or resolutions of the Board of Directors
authorizing the action taken pursuant to the resolution or resolutions delivered under
clause (2) below;




     (2) a copy of any resolution or resolutions of the Board of Directors relating to such
Series, in each case certified by the secretary or an assistant secretary of the Company;




     (3) an executed supplemental indenture, if any;




     (4) an Officers’ Certificate setting forth the form and terms of the Securities of such
Series as required pursuant to Sections 2.1 and 2.3, respectively, and prepared in
accordance with Section 11.5;




     (5) at the option of the Company, either an Opinion of Counsel, prepared in accordance
with Section 11.5, or a letter addressed to the Trustee allowing the Trustee to rely on an
Opinion of Counsel, substantially to the effect that:




     (a) the form or forms and terms of such Securities and Coupons, if any have
been established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Sections 2.1 and 2.3 in conformity with the
provisions of this Indenture; and



11









 






     (b) such Securities and Coupons, if any have been duly authorized, and, when
authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute
valid and binding obligations of the Company enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors’ rights and by general
equitable principles, regardless of whether such enforceability is considered in a
proceeding in equity or at law;


provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(5) with respect to
such Series, the Trustee shall authenticate and deliver Securities of such Series executed and
delivered by the Company for original issuance upon receipt by the Trustee of the applicable
Company Notice.




     The Trustee shall have the right to decline to authenticate and deliver any Securities and
Coupons, if any, under this Section if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken by the Company or if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under this Indenture in a
manner not reasonably acceptable to the Trustee.



     Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 2.10, together with a written statement (which
need not comply with Section 11.5 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



     2.5 Execution of Securities. The Securities shall be signed on behalf of the Company
by both (a) its chief executive officer, president or any vice president and (b) its treasurer, any
assistant treasurer, its secretary or any assistant secretary, which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the present or any future
such officers. Typographical and other minor errors or defects in any such reproduction of any
such signature shall not affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee. Any Coupons attached to any Unregistered Security
shall be executed on behalf of the Company by the manual or facsimile signature of any such officer
of the Company.



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



12









 





     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 signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by the Company 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.



     The Trustee shall not authenticate or deliver any Unregistered Security until any matured
Coupons appertaining thereto have been detached and canceled, except as otherwise provided or
permitted by this Indenture.



     2.7 Denomination and Date of Securities; Payments of Interest. The Securities shall
be issuable in denominations as shall be specified as contemplated by Section 2.3. In the absence
of any such specification with respect to the Securities of any Series, the Securities of such
Series shall be issuable in denominations of $1,000 and any multiple thereof, which may be in
Dollars or any Foreign Currency, and interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Securities shall be numbered, lettered, or otherwise distinguished in
such manner or in accordance with such plan as the officers of the Company executing the same may
determine with the approval of the Trustee as evidenced by the execution and authentication
thereof.



     Each Security shall be dated the date of its authentication, shall bear interest from the date
and shall be payable on the dates, in each case, which shall be specified as contemplated by
Section 2.3.



     Interest on any Security which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid, in the case of Registered Securities, to the Person in whose
name that Security (or one or more predecessor Securities) is registered at the close of business
on the regular record date for the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the interest due on
such interest payment date.



     The term “record date” as used with respect to any interest payment date (except for a date
for payment of defaulted interest) shall mean the date specified as such in the terms of the
Securities of any particular Series, or, if no such date is so specified, if such interest payment
date is the first day of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day of a calendar
month, the close of business on the first day of such calendar month, whether or not such record
date is a Business Day.



     Any interest on any Security of any Series which is payable, but is not punctually paid or
duly provided for, on any interest payment date (called “defaulted interest” for the purpose of
this Section 2.7) shall forthwith cease to be payable to the Registered Holder on the relevant
record date by virtue of his having been such Holder; and such defaulted interest may be paid by
the Company, at its election in each case, as provided in clause (a) or clause (b) below:



13









 






     (a) The Company may elect to make payment of any defaulted interest to the Persons in
whose names any such Registered Securities (or their respective predecessor Securities) are
registered at the close of business on a special record date for the payment of such
defaulted interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on each
Security of such Series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
defaulted interest as in this clause provided. Thereupon the Trustee shall fix a special
record date for the payment of such defaulted interest in respect of Registered Securities
of such Series which shall be not more than 15 nor less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of such
special record date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such defaulted interest and the special record date thereof to be
mailed, first class postage prepaid, to each Registered Holder at his address as it appears
in the Security register, not less than 10 days prior to such special record date. Notice
of the proposed payment of such defaulted interest and the special record date therefor
having been mailed as aforesaid, such defaulted interest in respect of Registered Securities
of such Series shall be paid to the Person in whose names such Securities (or their
respective predecessor Securities) are registered on such special record date and such
defaulted interest shall no longer be payable pursuant to the following clause (b).




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



     Any defaulted interest payable in respect of any Security of any Series which is not a
Registered Security shall be payable pursuant to such procedures as may be satisfactory to the
Trustee in such manner that there is no discrimination as between the Holders of Registered
Securities and other Securities of the same Series, and notice of the payment date therefor shall
be given by the Trustee, in the name and at the expense of the Company, by publication at least
once in a newspaper of general circulation in New York, New York.



     Subject to the foregoing provisions of this Section 2.7, each Security delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.



     In the case of any Security which is converted into Common Stock or Preferred Stock after any
regular record date and on or prior to the next succeeding interest payment date (other than any
Security whose maturity is prior to such interest payment date), interest whose stated



14









 




maturity is on such interest payment date shall be payable on such interest payment date
notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or one or more predecessor
Securities) is registered at the close of business on such regular record date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case of any Security
which is converted, interest whose stated maturity is after the date of conversion of such Security
shall not be payable.




     2.8 Registration, Transfer and Exchange. The Company will keep or will cause to be
kept at the office or agency of the Trustee to be maintained for the purpose as provided in Section
3.2 a register or registers in which, subject to such reasonable regulations as it may prescribe,
the Company will provide for the registration and transfer of Registered Securities as is provided
in this Article Two. 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 Company
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 in authorized
denominations for a like aggregate principal amount.



     At the option of the Holder thereof, Unregistered Securities of a Series, which by their terms
are registerable as to principal and interest, may, to the extent and under the circumstances
specified pursuant to Section 2.3, be exchanged for Registered Securities of such Series, as may be
issued by the terms thereof. At the option of the Holder thereof, Registered Securities of a
Series, which by their terms provide for the issuance of Unregistered Securities, may, to the
extent and under the circumstances specified pursuant to Section 2.3, be exchanged for Unregistered
Securities of such Series. Securities so issued in exchange for other Securities shall be of any
authorized denomination and of like principal amount and maturity date, interest rate or method of
determining interest, and shall be issued upon surrender of the Securities for which they are to be
exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured
Coupons in default appertaining thereto, at the office of the Company provided for in Section 3.2
and upon payment, if the Company shall require, of charges provided therein. Unregistered
Securities of any Series issued in exchange for Registered Securities of such Series between the
regular record date for such Registered Security and the next interest payment date will be issued
without the Coupon relating to such interest payment date, and Unregistered Securities surrendered
in exchange for Registered Securities between such dates shall be surrendered without the Coupon
relating to such interest payment date. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered
Security will not be delivered in exchange for a Registered Security or Securities unless the
Trustee receives a certificate signed by the Person entitled to delivery of such Security or other
items or documents fulfilling such conditions as shall be required by regulations of the U.S.
Department of the Treasury, or shall be notified by the Company that such a certificate shall not
be required by such regulations; provided, however, that no such Unregistered
Security shall be delivered by the Trustee if the



15









 




Trustee or such agent shall have, or shall have been notified in writing by the Company that
the Company has, actual knowledge that such certificate is false.




     Upon presentation for registration of any Unregistered Securities of any Series which by its
terms is registerable as to principal, at the office or agency of the Company to be maintained as
provided in Section 3.2, such Security shall be registered as to principal in the name of the
Holder thereof and such registration shall be noted on such Security. Any Security so registered
shall be transferable on the registry books of the Company upon presentation of such Security at
such office or agency for similar notation thereon, but such Security may be discharged from
registration by being in a like manner transferred to bearer, whereupon transferability by delivery
shall be restored. Except as otherwise provided pursuant to Section 2.3 hereof, Unregistered
Securities shall continue to be subject to successive registrations and discharges from
registration at the option of the Holders thereof.



     Unregistered Securities shall be transferable by delivery, except while registered as to
principal. Registration of any Coupon Security shall not affect the transferability by delivery of
the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by
delivery.



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



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.11, 8.5 or 12.2 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before the day of mailing of
a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except, in the
case of any Security to be redeemed in part, the portion thereof not redeemed.



     2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary
or definitive Security or Coupon shall become mutilated, defaced or be destroyed, lost or stolen,
the Company in its discretion may execute, and upon the written request of any officer of the
Company, the Trustee shall authenticate and deliver, a new Security of the same Series or Coupon,
bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated
or defaced Security or Coupon, or in lieu of and substitution for the Security or Coupon so
destroyed, lost or stolen. In every case, the applicant for a substitute Security or Coupon shall
furnish to the Company and to the Trustee and to any agent of the Company or the



16









 




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 or Coupon and of the ownership
thereof.




     Upon the issuance of any substitute Security or Coupon, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith. In case any Security or Coupon 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 Company may, instead of issuing a substitute Security or Coupon, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated or defaced Security or
Coupon); provided, however, that interest represented by Coupons shall be payable
only upon presentation and surrender of such Coupons at an office or agency of the Company located
outside of the United States, unless otherwise provided pursuant to Section 2.3, if the applicant
for such payment shall furnish to the Company and to the Trustee and any agent of the Company 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 Company
and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership thereof.



     Every substitute Security of any Series or Coupon issued pursuant to the provisions of this
Section by virtue of the fact that any such Security or Coupon is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not the destroyed, lost
or stolen Security or Coupon 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 or Coupons
duly authenticated and delivered hereunder. All Securities or Coupons shall be held and owned upon
the express condition that, to the extent permitted by the law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced, destroyed, lost or
stolen Securities or Coupons 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.



     2.10 Cancellation of Securities. All Securities surrendered for payment, redemption,
registration of transfer, conversion or exchange, or for credit against any payment in respect of a
sinking or analogous fund and all Coupons surrendered for payment or exchange, shall, if
surrendered to the Company or any agent of the Company or the Trustee, be delivered to the Trustee
for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities or
Coupons shall be issued in lieu thereof, except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall dispose of cancelled Securities in accordance with its customary
procedures. If the Company shall acquire any of the Securities and Coupons, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by such Securities and
Coupons unless and until the same are delivered to the Trustee for cancellation.



17









 





     2.11 Temporary Securities. Pending the preparation of definitive Securities for any
Series, the Company 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 may be issued as Registered
Securities or Unregistered Securities with or without Coupons attached thereto, 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 Company with the concurrence of the Trustee. Temporary Securities may
contain such reference to any provisions of this Indenture as may be appropriate. Every temporary
Security shall be executed by the Company 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 Company shall execute and shall furnish definitive
Securities of such Series and thereupon temporary Securities of such Series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by the Company for that
purpose pursuant to Section 3.2, and the Trustee shall authenticate and deliver in exchange for
such temporary Securities of such Series a like aggregate principal amount of definitive Securities
of the same Series of authorized denominations and, in the case of Unregistered Securities, having
attached thereto any appropriate Coupons. 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.



     2.12 Currency and Manner of Payments in Respect of Securities.



     (a) With respect to Registered Securities of any Series with respect to which the Holders of
such Securities have not made the election provided for in paragraph (b) below, the following
payment provisions shall apply:




     (1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of the
principal of any Registered Security will be made at the Place of Payment by delivery of a
check or, if the Securities are global securities, in accordance with the procedures of the
applicable clearing agency pursuant to Section 2.15, in the Currency in which the Security
is denominated on the payment date against surrender of such Registered Security, and any
interest on any Registered Security will be paid at the Place of Payment by mailing a check
in the Currency in which the Securities were issued to the Person entitled thereto at the
address of such Person appearing on the Security register.




     (2) Payment of the principal of and interest on such Security may also, subject to
applicable laws and regulations, be made at such other place or places as may be designated
by the Company by any appropriate method.



     (b) With respect to Registered Securities of any Series, the following payment provisions
shall apply, except as otherwise provided in paragraphs (e) and (f) below:




     (1) The Board of Directors may provide with respect to any Series of such Securities
that Holders shall have the option to receive payments of principal of and interest on such
Security in any of the Currencies which may be designated for such election in such Security
(or if no such Currencies are designated, in the Currency in



18









 






which the Securities of such Series are denominated) by delivering to the Trustee a
written election, to be in substantially the form included with the applicable form of
Securities as shall be established pursuant to Section 2.1 hereof, not later than the close
of business on the record date immediately preceding the applicable payment date. Such
election will remain in effect for such Holder until changed by the Holder by written notice
to the Trustee (but any such change must be made not later than the close of business on the
record date immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change may be made with respect to payments to be
made on any Security with respect to which notice of redemption has been given by the
Company pursuant to Article Twelve). Any Holder of any such Security who shall not have
delivered any such election to the Trustee not later than the close of business on the
applicable record date will be paid the amount due on the applicable payment date in the
relevant Currency as provided in paragraph (a) of this Section 2.12. Payment of principal
shall be made on the payment date against surrender of such Securities. Payment of
principal and interest shall be made at the Place of Payment by mailing a check in the
applicable Currency to the Person entitled thereto at the address of such Person appearing
on the Security register.




     (2) Payment of the principal of and interest on such Security may also, subject to
applicable laws and regulations, be made at such other place or places as may be designated
by the Company by any appropriate method.



     (c) Payment of the principal of any Unregistered Security and of interest on any Coupon
Security will be made at such place or places outside the United States as may be designated by the
Company by any appropriate method only in the Currency in which the Security is payable (except as
provided in paragraph (e) below) on the payment date against surrender of the Unregistered
Security, in the case of payment of principal, or the relevant Coupon, in the case of payment of
interest. Except as provided in paragraph (e) below, payment with respect to Unregistered
Securities and Coupons will be made by check, subject to any limitations on the methods of
effecting such payment as shall be specified in the terms of the Security established as provided
in Section 2.3 and as shall be required under applicable laws and regulations. Payment of the
principal of and interest on Unregistered Securities may also, subject to applicable laws and
regulations, be made at such other place or places as may be designated by the Company by any
appropriate method.



     (d) Not later than the fourth Business Day after the record date for each payment date, the
Trustee will deliver to the Company a written notice specifying, in the Currency in which each
Series of the Securities are denominated, the respective aggregate amounts of principal of and
interest on the Securities to be made on such payment date, specifying the amounts so payable in
respect of the Registered Securities and the Unregistered Securities and in respect of the
Registered Securities as to which the Holders shall have elected to be paid in another Currency as
provided in paragraph (b) above. If the Board of Directors has provided for the election referred
to in paragraph (b) above with respect to the Registered Securities and if at least one Holder of
such Registered Securities has made such election, then not later than the second Business Day
preceding the applicable payment date the Company will deliver to the Trustee an Exchange Rate
Officer’s Certificate in respect of the Dollar or Foreign Currency payments to be made on such
payment date. The Dollar or Foreign Currency amount receivable by Holders of



19









 




Registered Securities who have elected payment in another Currency as provided in paragraph
(b) above shall be determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the second Business Day (the “Valuation Date”) prior to such payment date and set forth
in the applicable Exchange Rate Officer’s Certificate.




     (e) If a Conversion Event occurs with respect to a Foreign Currency in which any of the
Securities are denominated or payable, then with respect to each date for the payment of principal
of and interest on the applicable Foreign Currency denominated Securities occurring after the last
date on which the Foreign Currency was so used (the “Conversion Date”), the Dollar shall be the
Currency of payment for use on each such payment date. The Dollar amount to be paid by the Company
to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with
respect to such payment date shall be, in the case of a Foreign Currency, the Dollar Equivalent of
the Foreign Currency as determined by the Currency Determination Agent in the manner provided in
paragraphs (g) or (h) below.



     (f) If the Holder of a Registered Security elects payment in a specified Currency as provided
for by paragraph (b) and a Conversion Event occurs with respect to such elected Currency, such
Holder shall receive payment in the Currency in which payment would have been made in the absence
of such election; and if a Conversion Event occurs with respect to the Currency in which payment
would have been made in the absence of such election, such Holder shall receive payment in Dollars.



     (g) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be obtained by converting the specified
Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.



     (h) For purposes of this Section 2.12 the following terms shall have the following meanings:



     “Market Exchange Rate” shall mean for any Currency the noon Dollar buying rate for that
Currency for cable transfers quoted in New York City on the Valuation Date as certified for customs
purposes by the Federal Reserve Bank of New York. If such rates are not available for any reason
with respect to one or more Currencies for which an exchange rate is required, the Currency
Determination Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City or in the country of issue of the Currency
in question, or such other quotations as the Currency Determination Agent shall deem appropriate.
Unless otherwise specified by the Currency Determination Agent, if there is more than one market
for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to
be used in respect of such Currency shall be that upon which a nonresident issuer of securities
designated in such Currency would purchase such Currency in order to make payments in respect of
such securities.



     All decisions and determinations of the Currency Determination Agent regarding the Dollar
Equivalent of the Foreign Currency and the Market Exchange Rate as specified above shall be in its
sole discretion and shall, in the absence of manifest error, be conclusive for all



20









 




purposes and irrevocably binding upon the Company, the Trustee for the relevant Series of
Securities and all Holders of such Securities.




     In the event that a Conversion Event has occurred with respect to a Foreign Currency, the
Company, after learning thereof, will immediately give notice thereof to the Trustee (and the
Trustee will promptly thereafter give notice on behalf of the Company in the manner provided in
Section 11.4 to the affected Holders) specifying the Conversion Date.



     The Trustee shall be fully justified and protected in relying on and acting upon the
information so received by it from the Company and the Currency Determination Agent and shall not
otherwise have any duty or obligation to determine such information independently.



     2.13 Compliance with Certain Laws and Regulations. If any Unregistered Securities or
Coupon Securities are to be issued in any Series of Securities, the Company will use reasonable
efforts to provide for arrangements and procedures designed pursuant to then applicable laws and
regulations, if any, to ensure that Unregistered Securities or Coupon Securities are sold or
resold, exchanged, transferred and paid only in compliance with such laws and regulations and
without adverse consequences to the Company.



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



     2.15 Securities in Global Form. Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall be issuable in temporary or permanent global
form. If Securities of or within a Series are issuable in whole or in part in global form, any
such Security may provide that it shall represent the aggregate amount of Outstanding Securities of
such Series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced or increased to reflect exchanges. Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby, shall be made in
such manner and by such Person or Persons as shall be specified therein or in the Company order to
be delivered to the Trustee pursuant to Section 2.4 or 2.11. Subject to the provisions of Section
2.4 and, if applicable, Section 2.11, the Trustee shall deliver and redeliver any Security in
permanent global form in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 11.5 and need not be accompanied by an Opinion of Counsel.



21









 





     The provisions of the last paragraph of Section 2.4 shall apply to any Security in global form
if such Security was never issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which need not comply with Section
11.5 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written statement
contemplated by the last paragraph of Section 2.4.



     Notwithstanding the provisions of Section 3.1, unless otherwise specified as contemplated by
Section 2.4, payment of principal of and interest on any Security in permanent global form shall be
made to the Person or Persons specified in such Security.



     Neither the Company nor the Trustee shall have any responsibility or obligation to any Person
claiming a beneficial ownership interest in the Securities under or through any clearing agency or
any other Person which is not shown on the Security register as being a Registered Holder with
respect to either the Securities, the accuracy of any records maintained by any such clearing
agency, the payment by any such clearing agency or its participants of any amount in respect of the
principal of or interest on the Securities, any notice which is permitted or required to be given
under the Indenture, any consent given or other action taken by such clearing agency as Registered
Holder, or any selection by such clearing agency of any Person to receive payment of principal,
interest or other amounts payable on the Securities.



     2.16 Form of Conversion Notice. The form of any conversion notice for the conversion
of Securities into shares of Common Stock, Preferred Stock or other securities of the Company shall
be in substantially the form included with the applicable form of Securities as shall be
established pursuant to Section 2.1.



ARTICLE THREE




COVENANTS OF THE ISSUER



     3.1 Payment of Principal and Interest. The Company covenants and agrees for the
benefit of each Series of Securities that it will duly and punctually pay or cause to be paid (in
the Currency in which the Securities of such Series and Coupons, if any, are payable, except as
otherwise provided pursuant to Section 2.3 for the Securities of such Series and except as provided
in Section 2.12(b), (e) and (f) hereof) the principal of, and interest on, each of the Securities
of such Series in accordance with the terms of the Securities of such Series, any Coupons
appertaining thereto and this Indenture.



     The interest on Unregistered Securities shall be payable only upon presentation and surrender
of the several Coupons for such interest installments as are evidenced thereby as they severally
mature at the office of a Paying Agent outside the United States. The interest on any temporary
Unregistered Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon, and, as to the other
installments of interest, if any, only upon presentation of such Securities for notation thereon of
the payment of such interest.



22









 





     3.2 Offices for Payment, etc. So long as any of the Securities remain Outstanding,
the Company will maintain the following for each Series: an office or agency (a) where the
Securities may be presented for payment, (b) where the Securities may be presented for registration
of transfer and for exchange as in this Indenture provided and (c) where notices and demands to or
upon the Company in respect of the Securities or of this Indenture may be served. The Company will
give to the Trustee written notice of the location of any such office or agency and of any change
of location thereof. In case the Company shall fail to so designate or maintain any such office or
agency or shall fail to give such notice of the location or of any change in the location thereof,
presentations and demands may be made at the Place of Payment and notices may be served at the
Corporate Trust Office. Unless otherwise specified pursuant to Section 2.3, the Trustee is
appointed Paying Agent and Registrar.



     So long as any Coupon Securities or Unregistered Securities of any Series remain Outstanding,
the Company will (except as specified pursuant to Section 2.3) maintain one or more offices or
agencies outside the United States in such city or cities as may be specified elsewhere in this
Indenture or as contemplated by Section 2.3, and shall maintain such office or offices for a period
of two years (or any period thereafter for which it is necessary in order to conform to U.S. tax
laws or regulations) after the principal on such Coupon Securities or Unregistered Securities has
become due and payable, with respect to such Series where Coupons appertaining to Securities of
such Series or Unregistered Securities of such Series may be surrendered or presented for payment,
or surrendered for exchange pursuant to Section 2.8 and where notices and demands to or upon the
Company in respect of Coupons appertaining to Securities of such Series or the Unregistered
Securities of such Series or of this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location and any change in the location, of any such office or agency.
If at any time the Company shall fail to maintain such required office or agency or shall fail to
furnish the Trustee with the address thereof, presentations, surrenders and demands in respect of
Unregistered Securities may be made or served at the Place of Payment and notice may be served at
the Corporate Trust Office of the Trustee and the corporate trust office of any authenticating
agent appointed hereunder, and presentations, surrenders, notices and demands in respect of Coupons
appertaining to Securities of any Series and Unregistered Securities may be made or served at the
corporate trust office of the Trustee in the other city or cities referred to above; and the
Company hereby appoints the Trustee and any authenticating agent appointed hereunder its agents to
receive all such presentations, surrenders, notices and demands.



     3.3 Appointment to Fill a Vacancy in Office of Trustee. The Company, 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.



     3.4 Paying Agents. Whenever the Company 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 3.4,




     (a) that it will hold all sums received by it as such Agent for the payment of
the principal of or interest on the Securities of such Series or Coupons



23









 






(whether such sums have been paid to it by the Company or by any other obligor
on the Securities of such Series or Coupons) in trust for the benefit of the Holders
of the Securities of such Series or Coupons or of the Trustee, and upon the
occurrence of an Event of Default and upon the written request of the Trustee, pay
over all such sums received by it to the Trustee,




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




     (c) that it will give the Trustee notice of any change of address of any Holder
of which it is aware.



     The Company will, on or prior to each due date of the principal of or interest on the
Securities of such Series or Coupons, 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 Company
will promptly notify the Trustee of any failure to take such action.



     If the Company shall act as its own Paying Agent with respect to the Securities of any Series
or Coupons, it will, on or before each due date of the principal of or interest on the Securities
of such Series or Coupons, set aside, segregate and hold in trust for the benefit of the Holders of
the Securities of such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Company will promptly notify the Trustee of any failure to take such
action.



     Anything in this Section 3.4 to the contrary notwithstanding, the Company may at any time, for
the purpose of obtaining a satisfaction and discharge with respect to one or more or all Series of
Securities or Coupons 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 Company or any Paying Agent hereunder, as
required by this Section 3.4, such sums to be held by the Trustee upon the trusts herein contained.



     Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section 3.4 is subject to the provisions of Sections 10.3 and 10.4.



     3.5 Additional Amounts. If Securities of a Series provide for the payment of
additional amounts to any Holder who is a non-U.S. Person in respect of any tax, assessment or
governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of
such Series or any Coupon appertaining thereto such Additional Amounts as may be so provided by
Section 2.3. Whenever in this Indenture there is mentioned, in any context, the payment of the
principal of or interest on, or in respect of, any Security of a Series or payment of any related
Coupon or the net proceeds received on the sale or exchange of a Security of a Series, such
mention shall be deemed to include mention of the payment of Additional Amounts provided for by the
terms of such Series established pursuant to Section 2.3 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any



24









 




provisions hereof shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.




     Except as otherwise specified as contemplated by Section 2.3, if the Securities of a Series
provide for the payment of Additional Amounts, at least 10 days prior to each date of payment of
principal or interest on which any Additional Amount shall be payable, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with
a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of or interest on the Securities of that Series shall be made to Holders
of Securities of that Series or any related Coupons who are non-U.S. Persons without withholding
for or on account of any tax, assessment or other governmental charge described in the Securities
of that Series. If any such withholding shall be required, then such compliance certificate shall
specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities of that Series or related Coupons and the Company will pay to the Trustee or such Paying
Agent the Additional Amounts required by the terms of such Securities. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance on any Officers’
Certificate furnished pursuant to this Section 3.5 or in the event the Trustee shall not withhold
or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this
Section 3.5.



     3.6 Calculation of Original Issue Discount and Other Amounts. The Company shall
promptly, at the end of each calendar year, calculate the Original Issue Discount accrued on
Outstanding Securities as of the end of such year and shall determine whether the amount of
Original Issue Discount qualifies for the de minimis exception rule as set forth in Section
1273(a)(3) of the Internal Revenue Code of 1986, as amended from time to time. If such calculated
amount does not qualify for the de minimis exception rule, then the Company shall subsequently file
with the Trustee no later than January 15th of each calendar year (a) a written notice specifying
the amount of Original Issue Discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (b) such other specific information relating
to such Original Issue Discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time. The Company will be responsible for making calculations called for
under the Securities, including but not limited to determination of Redemption Price, make-whole
amounts, if any, and other amounts payable on the Securities, if any. The Company will make the
calculations in good faith and, absent manifest error, its calculations will be final and binding
on the Holders of the Securities. The Company will provide a schedule of its calculations to the
Trustee when applicable, and the Trustee is entitled to rely conclusively on the accuracy of the
Company’s calculations without independent verification.



25









 





ARTICLE FOUR




SECURITYHOLDERS’ LISTS AND REPORTS BY THE

ISSUER AND THE TRUSTEE



     4.1 Company to Furnish Trustee Information as to Names and Addresses of
Securityholders. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee for the Securities of each Series a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders of the Registered Securities of each
Series:




     (a) semiannually and not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such record
date and on dates to be determined pursuant to Section 2.3 for non-interest bearing
securities in each year; and




     (b) at such other times as the Trustee may request in writing, within 30 days
after receipt by the Company of any such request such list to be as of a date not
more than 15 days prior to the time such information is furnished;


provided that if and so long as the Trustee shall be the Security registrar for such Series, such
list shall not be required to be furnished but in any event the Company shall be required to
furnish such information concerning the Holders of Coupon Securities and Unregistered Securities
which is known to it; provided, further, that the Company shall have no obligation to investigate
any matter relating to any Holder of an Unregistered Security or any Holder of a Coupon.




     4.2 Preservation and Disclosure of Securityholders’ Lists. (a) The Trustee for the
Securities of each Series shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of Securities contained in
the most recent list furnished to it as provided in Section 4.1 or maintained by the Trustee in its
capacity as Security registrar for such Series, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so furnished.



     (b) In case three or more Holders of Registered Securities of any Series (hereinafter referred
to as “applicants”) apply in writing to the Trustee and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire to communicate
with other Holders of Securities of a particular Series (in which case the applicants must all hold
Securities of such Series) or with Holders of all Securities with respect to their rights under
this Indenture or under such Securities and such application is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its election, either




     (i) afford to such applicants access to the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this Section
4.2, or



26









 






     (ii) inform such applicants as to the approximate number of Holders of
Securities of such Series or all Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee, in
accordance with the provisions of subsection (a) of this Section 4.2, as to the
approximate cost of mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.



     If the Trustee shall elect not to afford to such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Securityholder of such
Series or all Securities, as the case may be, whose name and address appear in the information
preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this
Section 4.2, a copy of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless within five
days after such tender, the Trustee shall mail to such applicants and file with the Commission
together with a copy of the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such Series or all Securities, as the case may be, or could be in violation of
applicable law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of
such order sustaining one or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such Securityholders with
reasonable promptness after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.



     (c) Each and every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of the Company or
the Trustee shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with the provisions of subsection
(b) of this Section 4.2, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material pursuant to a request
made under such subsection (b).



     4.3 Reports by the Company. The Company covenants:



     (a) to file with the Trustee for the Securities of each Series, within 15 days after the
Company is required to file the same with the Commission (giving effect to any extensions thereof),
copies of the annual reports and of the information, documents, and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act, or if the Company is not required to file
information, documents, or reports pursuant to either of such Sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic information,




27











 




documents, and reports which may be required pursuant to Section 13 of the Exchange Act,
or in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




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



     (c) to transmit by mail to the Holders of Registered Securities in the manner and to the
extent required by Sections 4.4(a) and 11.4, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents, and reports required to be filed by the
Company pursuant to subsection (a) and (b) of this Section as may be required to be transmitted to
such Holders by rules and regulations prescribed from time to time by the Commission; provided that
any such information, documents or reports filed or furnished with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed to be filed
with the Trustee and Holders as of the time such information, documents or reports are filed or
furnished by EDGAR; and



     (d) to furnish to the Trustee, not less often than annually on or before a date not more than
four months after the end of each of its fiscal years ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer or principal
accounting officer of the Company as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture. For purposes of this paragraph, such compliance
shall be determined without regard to any period of grace or requirement of notice provided under
this Indenture.



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates or certificates delivered pursuant to Section 4.3(d)).



     4.4 Reports by the Trustee. (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15
following the date of this Indenture deliver to Holders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).



     (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange, if any, upon which the Securities are listed, with the
Commission and with the Company. The Company will promptly notify the Trustee when the Securities
are listed on any stock exchange and of any delisting thereof.



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ARTICLE FIVE




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT



     5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default. In case
one or more of the following Events of Default (unless it is either inapplicable to a particular
Series or it is specifically deleted from or modified in the instrument establishing such Series
and the form of Security for such Series) shall have occurred and be continuing with respect to any
Series of Securities, that is to say:



     (a) default in the payment of any installment of interest upon any Security of such Series as
and when the same shall become due and payable, and continuance of such default for a period of 30
days; or



     (b) default in the payment of the principal of the Securities of such Series as and when the
same shall become due and payable either at maturity, upon redemption (for any sinking fund payment
or otherwise), by declaration or otherwise; or



     (c) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements on the part of the Company in the Securities of such Series, or in this Indenture
contained and relating to such Series, for a period of 90 days after the date on which written
notice specifying such failure and requiring the Company to remedy the same and stating that such
notice is a “Notice of Default” hereunder shall have been given by registered or certified mail or
sent by a national courier service that provides next day delivery, to the Company by the Trustee
for the Securities of such Series, or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount at maturity of the Securities of such Series at the time Outstanding;
or



     (d) the Company shall make an assignment for the benefit of creditors, or shall file a
petition in bankruptcy; or the Company shall be adjudicated insolvent or bankrupt, or shall
petition or shall apply to any court having jurisdiction in the premises for the appointment of a
receiver, trustee, liquidator or sequestrator of, or for, the Company or any substantial portion of
the property of the Company; or the Company shall commence any proceeding relating to the Company
or any substantial portion of the property of the Company under any insolvency, reorganization,
arrangement, or readjustment of debt, dissolution, winding-up, adjustment, composition or
liquidation law or statute of any jurisdiction, whether now or hereafter in effect (hereinafter in
this subsection (d) called “Proceeding”); or if there shall be commenced against the Company any
Proceeding and an order approving the petition shall be entered, or such Proceeding shall remain
undischarged or unstayed for a period of 90 days; or a receiver, trustee, liquidator or
sequestrator of, or for, the Company or any substantial portion of the property of the Company
shall be appointed and shall not be discharged or unstayed within a period of 90 days; or the
Company by any act shall indicate consent to or approval of or acquiescence in any Proceeding or
the appointment of a receiver, trustee, liquidator or sequestrator of, or for, the Company or any
substantial portion of the property of the Company; provided that a resolution
or order for winding-up the Company with a view to its consolidation, amalgamation or merger
with another company or the transfer of its assets as a whole, or substantially as a whole, to such



29









 







other company as provided in Section 9.1 shall not make the rights and remedies herein enforceable
under this subsection (d) of Section 5.1 if such last-mentioned company shall, as a part of such
consolidation, amalgamation, merger or transfer, and within 90 days from the passing of the
resolution or the date of the order, comply with the conditions to that end stated in Section 9.1;
or



     (e) any other Event of Default provided in a supplemental indenture or resolution of the Board
of Directors under which such Series of Securities is issued or in the form of Security for such
Series;


then and in each and every such case (other than an Event of Default under clause (d) above), so
long as such Event of Default with respect to such Series shall not have been remedied or waived,
unless the principal of all Securities of such Series shall have already become due and payable,
either the Trustee for such Series or the Holders of not less than 25% in aggregate principal
amount at maturity of the Securities of such Series then Outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by such Holders), may declare the principal
(or, in the case of Original Issue Discount Securities, such principal amount as may be determined
in accordance with the terms thereof) of all the Securities of such Series to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Securities of such Series contained to the contrary
notwithstanding. With respect to an Event of Default described under clause (d) above, the
principal of all Securities of such Series shall become immediately due and payable without any
declaration or other act by the Trustee or the Holders. This provision, however, is subject to the
condition that if at any time after the principal of the Securities of such Series (or, in the case
of Original Issue Discount Securities, such principal amount as may be determined in accordance
with the terms thereof) 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 Company shall pay or shall deposit with the Trustee a sum sufficient to pay in the
Currency in which the Securities of such Series are payable (except as otherwise provided pursuant
to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (e) and
(f) hereof) all matured installments of interest, if any, upon all the Securities of such Series
and the principal of any and all Securities of such Series which shall have become due otherwise
than by such acceleration (with interest upon such principal and, to the extent that payment of
such interest is enforceable under applicable law, upon overdue installments of interest, at the
rate borne by the Securities of such Series (or, in the case of Original Issue Discount Securities,
at the yield to maturity) to the date of such payment or deposit) and in Dollars such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and
counsel and all other expenses and liabilities incurred, and all advances made, by the Trustee, its
agents, attorneys and counsel and any and all defaults under this Indenture, other than the
nonpayment of the principal of Securities of such Series which shall have become due by such
acceleration, shall have been remedied then and in every such case the Holders of a majority in
aggregate principal amount at maturity of the Securities of such Series then Outstanding, by
written notice to the Company and to the Trustee for the
Securities of such Series, may waive all defaults 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.





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     5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Company
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 for the Securities
of such Series, the Company will pay to the Trustee for the Securities of such Series for the
benefit of the Holders of the Securities of such Series and the Holders of any Coupons appertaining
thereto the whole amount that then shall have become due and payable on all Securities of such
Series or such Coupons for principal of or 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 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, including reasonable
compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee.



     Until such demand is made by the Trustee, the Company may pay the principal of and interest on
the Securities of any Series to the Persons entitled thereto, whether or not the principal of and
interest on the Securities of such Series are overdue.



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee for
the Securities of such Series, in its own name and 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 Company or
other obligor upon such Securities and collect in the manner provided by law out of the property of
the Company or other obligor upon such Securities and Coupons, wherever situated, the moneys
adjudged or decreed to be payable.



     In case there shall be pending proceedings relative to the Company or any other obligor upon
the Securities and Coupons under Title 11 of the United States Code or any other applicable U.S.
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 Company or its property or such other obligor, or in
case of any other comparable judicial proceedings relative to the Company or other obligor under
the Securities of any Series and Coupons, if any, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of any 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 5.2, 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 (or, if the
Securities of such Series are Original Issue Discount Securities, such portion of the



31









 







principal amount as may be due and payable with respect to the Securities of such Series
pursuant to a declaration in accordance with Section 5.1 hereof) and interest 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 reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee,) and of the Securityholders and the Holders of any Coupons appertaining
thereto allowed in any judicial proceedings relative to the Company or other obligor upon
all Securities of any Series, or to the creditors or property of the Company or such other
obligor, and




     (b) 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 is hereby authorized by each of the Holders
to make payments to the Trustee for the Securities of such Series, and, in the event that
such Trustee shall consent to the making of payments directly to the Securityholders, to pay
to such Trustee such amounts as shall be sufficient to cover reasonable compensation to such
Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by such Trustee and each
predecessor Trustee and all other amounts due to such Trustee or any predecessor Trustee
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, to vote for the election of a trustee in bankruptcy or
similar Person.



     All rights of action and of asserting claims under this Indenture, or under any of the
Securities or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of
such Series without the possession of any of the Securities of such Series or any Coupon
appertaining thereto or the production thereof at 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, subject to the payment of the expenses,
disbursements and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the Securities and
Holders of any Coupons in respect of which such action was taken.



     In any proceedings brought by the Trustee for the Securities of such Series (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 and
Coupons appertaining thereto in respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities and Coupons appertaining thereto parties to any
such proceedings.



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     5.3 Application of Proceeds. Any moneys collected by the Trustee for the Securities
of such Series pursuant to this Article in respect of the Securities of any Series shall be applied
in the following order at the date or dates fixed by such Trustee and, in case of the distribution
of such moneys on account of principal or interest, upon presentation of the several Securities and
any Coupons appertaining thereto in respect of which moneys 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 in respect of
which moneys have been collected, including reasonable compensation to the Trustee and each
predecessor Trustee and their respective agents and attorneys and of all expenses and
liabilities incurred, including the costs and expenses of collection, and all advances made,
by the Trustee and each predecessor Trustee and all other amounts due to the Trustee or any
predecessor Trustee pursuant to Section 6.6;




     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 of such interest, with interest (to the extent that such interest is
permissible by law and has been collected by the Trustee) upon the overdue installments of
interest at the same rate as the rate of interest 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
payment of such interest is permissible by law and that such interest has been collected by
the Trustee) upon overdue installments of interest at the same rate as the rate of interest
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 without preference or priority of principal over
interest or of interest 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; and




     FOURTH: To the payment of the remainder, if any, to the Company or to such party as a
court of competent jurisdiction shall direct.



     The Trustee may fix a record date and payment date for any payment to Holders.



     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



33









 







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.



     5.5 Restoration of Rights on Abandonment of Proceedings. In case the Trustee for the
Securities of any Series 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, then and in every such case the Company and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Securityholders shall continue as though no such proceedings had
been taken.



     5.6 Limitations on Suits by Securityholders. No Holder of any Security of any Series
or Holder of any Coupon 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 for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy hereunder, unless (a) such
Holder previously shall have given to the Trustee written notice of default and of the continuance
thereof, as provided in Section 5.1, (b) the Holders of not less than a majority in aggregate
principal amount of the Securities of such Series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as trustee hereunder, (c)
such Holder or Holders 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, (d) 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 (e) 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 and by a
Holder of each Coupon appertaining thereto with every other taker and Holder of a Security or
Holder of any Coupon appertaining thereto and the Trustee, that no one or more Holders of
Securities of any Series or one or more Holders of any Coupons appertaining thereto shall have any
right in any manner whatever, by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities or any
other Holders of such Coupons, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Securities of the
applicable Series and all the Holders of Coupons appertaining thereto. For the protection and
enforcement of the provisions of this Section 5.6, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.



     5.7 Unconditional Right of Securityholders to Institute Certain Suits.
Notwithstanding any provision in this Indenture and any provision of any Security or Coupon, the
right of any Holder of any Security and the right of any Holder of any Coupon appertaining thereto
to receive payment of the principal of and interest on such Security at the respective rates, in
the respective amount and in the Currency therein prescribed on or after the respective due dates
expressed in such Security, or to institute suit for the enforcement of any such payment



34









 







on or
after such respective dates, shall not be impaired or affected without the consent of such Holder.



     5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except
as provided in Sections 2.9 and 5.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Securityholders 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 Securityholder 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; and, subject to Section 5.6, every power and remedy given by this Indenture or by law to
the Trustee, to the Securityholders or to the Holder of any Coupon appertaining thereto may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee, the
Securityholders or Holders of any Coupon.



     5.9 Control by Securityholders. The Holders of a majority in aggregate principal
amount of the Securities of each Series affected (with each Series treated 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
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 the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by a trust committee of Responsible Officers of the Trustee shall determine that the
action or proceedings so directed would involve the Trustee in personal liability or 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 Series
or
of the Holders of any Coupons appertaining thereto so affected 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.



     5.10 Waiver of Past Defaults. Prior to the declaration of the 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 may on behalf
of the Holders of all the Securities of such Series and Holders of all Coupons, if any,
appertaining thereto waive any past default hereunder or its consequences, except a default in the
payment of principal or interest on any of the Securities of such Series. In the case of any such
waiver, the Company, the Trustee, the Holders of the Securities of such Series and the Holder of



35









 







any Coupon appertaining thereto shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.



     Upon any such waiver, such default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right consequent thereon.



     5.11 Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.
The Trustee shall transmit to the Securityholders of any Series notice in the manner and to the
extent provided in Section 11.4, of all defaults which have occurred with respect to such Series,
such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice (the term “default” or “defaults” for the
purposes of this Section and Section 6.2(h) 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 any default in the payment of any sinking fund installment or
analogous obligation in respect of any of the Securities of such Series, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of 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. In the case of any default of the character specified in Section
5.1(c) with respect to Securities of such Series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.



     5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to
this Indenture agree, and each Holder of any Security and each Holder of any Coupon, by his
acceptance thereof, shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken, 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 and expenses,
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 25% in aggregate principal amount
of the Securities of such Series, 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.



ARTICLE SIX




CONCERNING THE TRUSTEE



     6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default.
With respect to the Holders of any Series of Securities issued hereunder, the Trustee, prior to the



36









 







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,
undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Securities of a Series has occurred
(which has not been cured or waived) of which a Responsible Officer has actual knowledge, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s 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 need only perform 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;




     (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.



37









 





     Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the conditions of this Section 6.1.



     6.2 Certain Rights of the Trustee. Subject to Section 6.1:




     (a) the Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, Officers’ Certificate, Exchange Rate Officers’ Certificate,
certificate pursuant to Section 4.3(d) 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 Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof
be herein specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the secretary or any assistant
secretary of the Company;




     (c) the Trustee may consult with counsel of its selection and any advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by it hereunder in good faith
and 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 security or indemnity satisfactory to it
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 any 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 requested in writing to do so by
the Holders of not less than a majority in aggregate principal amount of the Securities of
all Series affected then Outstanding; 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 a condition to
proceeding; the reasonable expenses of every such investigation shall be paid



38









 







by the Company
or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Company upon
demand;




     (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;




     (h) the Trustee shall not be deemed to have notice of any default or Event of Default
(other than any Event of Default under Section 5.1(a) or 5.1(b)) unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of such default
or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee;




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




     (j) the Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by
any Person authorized to sign an Officers’ Certificate, including any Person specified as so
authorized in any such certificate previously delivered and not superseded.



     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
certificate of authentication, shall be taken as the statements of the Company, 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 or the Coupons. The Trustee
represents that it is duly authorized to execute and deliver this Indenture and perform its
obligations hereunder. The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds thereof.



     6.4 Trustee and Agents May Hold Securities; Collections, etc. The Trustee, any Paying
Agent, Security registrar, or any agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it
would have if it were not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Company and receive, collect, hold and retain collections
from the Company with the same rights it would have if it were not the Trustee or such agent.



     6.5 Moneys Held by Trustee. Subject to the provisions of Section 10.5 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



39









 







of the
Company or the Trustee shall be under any liability for interest on any moneys received by it
hereunder.



     6.6 Compensation and Indemnification of Trustee and Its Prior Claim. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation as shall be agreed in writing between the Company and the Trustee in Dollars
(which shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Company covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request in Dollars for all reasonable expenses, disbursements and
advances actually 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 fraud, negligence or bad faith. The Company also
covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes
based on the income of the Trustee), actually incurred without fraud, negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration of this Indenture
or the trusts hereunder and its duties hereunder, including the reasonable costs and expenses of
defending itself against or investigating any claim (whether asserted by the Company, a Holder or
any other Person) of liability in the premises. The obligations of the Company under this Section
to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for reasonable 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 or the Holders of particular
Coupons, and the Securities are hereby subordinated to such senior claim.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(d), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar
law.



     6.7 Right of Trustee to Rely on Officers’ 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 fraud, negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered
to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it or
under the provisions of this Indenture upon the faith thereof.



     6.8 Disqualification of Trustee; Conflicting Interests. If the Trustee for the
Securities of any Series has or shall acquire any conflicting interest, as defined in the Trust
Indenture Act, it



40









 







shall, within 90 days after ascertaining that it has such conflicting interest,
and if the default (as defined in the Trust Indenture Act) to which such conflicting interest
relates has not been cured or waived or otherwise eliminated before the end of such 90-day period,
the Trustee shall, either eliminate such conflicting interest or resign in the manner and with the
effect specified in the Trust Indenture Act and this Indenture. To the extent permitted by the
Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest with respect to
any other indenture of the Company or Securities of any Series by virtue of being a trustee under
this Indenture with respect to any particular Series of Securities.



     6.9 Persons Eligible for Appointment as Trustee. The Trustee for each Series of
Securities hereunder shall at all times be a corporation organized and doing business under the
laws of the United States or of any state or the District of Columbia having a combined capital and
surplus of at least $100,000,000, and which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by U.S. federal, state or District of
Columbia authority and which has a Corporate Trust Office in any state of the United States. 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 6.9, 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 6.9, the Trustee shall resign immediately in the manner and with the effect specified in
Section 6.10.



     6.10 Resignation and Removal; Appointment of Successor Trustee. (a) No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until acceptance of such appointment by the successor Trustee in accordance with
Section 6.11.



     (b) 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
Company and by mailing notice thereof to the Holders in the manner and to the extent provided in
Section 11.4. Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees with respect to the applicable Series by written instrument in
duplicate, executed by the Company, 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 60 days
after the mailing of such notice of resignation, the resigning trustee may petition, at the expense
of the Company, 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.



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



41









 






     (i) the Trustee shall fail to comply with the provisions of Section 6.8 with respect to
any Series of Securities after written request therefor by the Company or by any
Securityholder who has been a bona fide Holder of a Security or Securities of such Series
for at least six months unless the Trustee’s duty to resign is stayed in accordance with the
provisions of Section 310(b) of the Trust Indenture Act; or




     (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 6.9 and shall fail to resign after written request therefor by the Company or by any
Securityholder; or




     (iii) the Trustee shall become incapable of acting with respect to any Series of the
Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the
Trustee or of its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;


then, in any such case, the Company 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 Company, 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 5.12, 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 prescribe, remove the Trustee and
appoint a successor trustee.




     (d) 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 Company the evidence
provided for in Section 7.1 of the action in that regard taken by the Securityholders.



     If no successor Trustee shall have been appointed with respect to such Series within 30 days
after the mailing of such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such Series.



     (e) 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 6.10 shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.



     6.11 Acceptance of Appointment by Successor Trustee. Any successor trustee appointed
as provided in Section 6.10 shall execute and deliver to the Company 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




42












 




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 Company or of the successor
trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to
Section 10.5, 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 Company 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 Company, 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 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 6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9.



     Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the
Company shall give notice in the manner and to the extent provided in Section 11.4 to the Holders
of Securities of any Series for which such successor trustee is acting as trustee at their last
addresses as they shall appear in the Security register. 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 6.10. If the Company fails to mail
such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.



     6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall become the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 6.8 and eligible under the
provisions of Section 6.9, 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.



43









 





     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 successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Securities of such Series or in this Indenture provided that the certificate
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.



     6.13 Preferential Collection of Claims Against the Company. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).



ARTICLE SEVEN




CONCERNING THE SECURITYHOLDERS



     7.1 Evidence of Action Taken by Securityholders.



     (a) 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 Sections 6.1 and 6.2) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Article.



     (b) The ownership of Registered Securities shall be proved by the Security register.



     (c) The amount of Unregistered Securities held by any Person executing any instrument or
writing as a Securityholder, the numbers of such Unregistered Securities, and the date of his
holding the same may be proved by the production of such Securities or by a certificate executed by
any trust company, bank, broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing that at the date
therein mentioned such Person had on deposit with such depositary, or exhibited to it, the
Unregistered Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person executing such instrument or writing as a Securityholder, if such
certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may
assume that such ownership of any Unregistered Security continues until



44









 




(i) another certificate or affidavit bearing a later date issued in respect of the same
Unregistered Security is produced, or (ii) such Unregistered Security is produced by some other
Person, or (iii) such Unregistered Security is surrendered in exchange for a Registered Security,
or (iv) such Unregistered Security has been cancelled in accordance with Section 2.10.




     7.2 Proof of Execution of Instruments. Subject to Sections 6.1 and 6.2, the execution
of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.



     7.3 Holders to Be Treated as Owners. The Company, the Trustee and any agent of the
Company 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 interest on
such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of
the Company or the Trustee shall be affected by any notice to the contrary. All such payments so
made to any such Person, or upon his order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable upon any such
Security.



     7.4 Securities Owned by Company 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 direction, consent or waiver under this Indenture or whether a quorum is
present at a meeting of Holders of Securities, Securities which are owned by the Company 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 Company 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 direction, consent or waiver, and for purposes of determining the
presence of a quorum, only Securities which a Responsible Officer of the Trustee actually 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 Company 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 Company 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 Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying
all Securities, if any, known by the Company to be owned or held by or for the account of any of
the above-described Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to
accept such Officers’ 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.



45









 





     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, 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 Company, the Trustee and the Holders of all the Securities affected
by such action.



     7.6 Record Date for Determination of Holders Entitled to Vote. The Company may, in
the circumstances permitted by the Trust Indenture Act, set a record date for the purpose of
determining the Securityholders entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Securityholders. If not set by the Company prior to the first
solicitation of a Securityholder made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th
day (or, if later, the date of the most recent list of Holders required to be provided pursuant to
Section 4.1) prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly appointed proxies) shall be entitled to
give or take, or vote on, the relevant action.



ARTICLE EIGHT




SUPPLEMENTAL INDENTURES



     8.1 Supplemental Indentures Without Consent of Securityholders. The Company, when
authorized by a resolution of its Board of Directors, and the Trustee for the Securities of any and
all Series 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 at the date of
the execution thereof), in form satisfactory to such Trustee, for one or more of the following
purposes:




     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more Series any property or assets;




     (b) to evidence the succession of another entity to the Company, or successive
successions, and the assumption by the successor entity of the covenants, agreements and
obligations of the Company pursuant to Article Nine;



46









 






     (c) to add to the covenants and/or Events of Default of the Company such further
covenants, restrictions, conditions, provisions and/or Events of Default as its Board of
Directors and the Trustee shall consider to be for the protection of the Holders of
Securities of any or all Series and, if such additional covenants and/or Events of Default
are to be for the benefit of less than all the Series of Securities stating that such
covenants and/or Events of Default are being added solely for the benefit of such Series,
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 (and if such additional Events of Default are to be for the benefit of less than
all Series of the Securities stating that such Events of Default are being added solely for
the benefit of such Series); provided, that in respect of any such additional covenant,
restriction, condition, provision and/or Events of Default such supplemental indenture may
provide for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such 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;




     (d) 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 such other
provisions in regard to matters or questions arising under this Indenture or under any
supplemental indenture as the Board of Directors may deem necessary or desirable and which
shall not materially and adversely affect the interests of the Holders of the Securities or
the Holders of any Coupons;




     (e) to establish the form or terms of Securities of any Series as permitted by Sections
2.1 and 2.3;




     (f) 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 the one Trustee, pursuant to the
requirements of Section 6.11;




     (g) to delete, modify or add any of the provisions of this Indenture, provided that,
except as otherwise contemplated by Section 2.3(19), any such deletion, modification or
addition shall become effective only when there is no Security Outstanding of any Series
created prior thereto which is entitled to the benefit of such provision; or




     (h) to amend or supplement any provision contained herein, which was required to be
contained herein in order for this Indenture to be qualified under the Trust Indenture Act,
if the Trust Indenture Act or regulations thereunder change what is so



47









 






required to be included in qualified indentures, in any manner not inconsistent with
what then may be required for such qualification.



     The Trustee is hereby authorized to join with the Company 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.



     8.2 Supplemental Indentures With Consent of Securityholders. With the consent
(evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each Series affected by such
supplemental indenture (treated as one class), the Company, when authorized by a resolution of its
Board of Directors, and the Trustee for such Series of Securities 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 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; provided, that the following modifications and
amendments will not be effective against any Holder without its consent: (a) a change in the stated
maturity date of any payment of principal or interest; (b) a reduction in the principal amount of
or interest on, any Security; (c) an alteration or impairment of the right to convert at the rate
or upon the terms provided in the Indenture; (d) a change in Place of Payment where, or the
Currency in which, any payment on the Securities is payable; (e) an impairment of a Holder’s right
to sue the Company for the enforcement of payments due on the Securities; or (f) a reduction in the
percentage of Outstanding Securities required to consent to a modification or amendment of the
Indenture or required to consent to a waiver of compliance with certain provisions of the Indenture
or certain defaults under the Indenture.



     Upon the request of the Company, accompanied by a copy of a resolution of its Board of
Directors certified by the secretary or an assistant secretary of the Company authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee for such Series
of Securities of evidence of the consent of Securityholders as aforesaid and other documents, if
any, required by Section 7.1, the Trustee for such Series of Securities shall join with the Company
in the execution of such supplemental indenture unless such supplemental indenture affects such
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such
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 8.2 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



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     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 8.2, the Company shall give notice in the manner and to
the extent provided in Section 11.4 to the Holders of Securities of each Series affected thereby at
their addresses as they shall appear on the Securities register of the Company, setting forth in
general terms the substance of such supplemental indenture. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.



     For the purposes of this Section 8.2 only, if the Securities of any Series are issuable upon
the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such
Series shall be deemed to be a Holder of Outstanding Securities of such Series in the amount
issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant
shall be determined by the Company in a manner consistent with customary commercial practices. The
Trustee for such Series shall be entitled to rely on an Officers’ Certificate as to the principal
amount of Securities of such Series in respect of which consents shall have been executed by
holders of such warrants.



     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 the Trustee, the Company and the Holders of
Securities of each Series and Holders of Coupons 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.



     8.4 Documents to Be Given to Trustee. The Trustee, subject to the provisions of
Sections 6.1 and 6.2, shall receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this Article Eight
complies with the applicable provisions of this Indenture.



     8.5 Notation on Securities in Respect of Supplemental Indentures. Securities of any
Series (including any Coupons appertaining thereto) authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article may bear, upon the
direction of the Company, a notation in form satisfactory to the Trustee for the Securities of such
Series as to any matter provided for by such supplemental indenture or as to any action taken at
any such meeting. If the Company or the Trustee shall so determine, new Securities of any Series
and any Coupons appertaining thereto 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 and executed by the Company, authenticated by the Trustee and delivered
in exchange for the Securities of such Series then Outstanding and any Coupons appertaining thereto
then Outstanding. Failure to make the appropriate notation or issue a new Security will not affect
the validity and effect of such amendment, supplement or waiver.



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ARTICLE NINE




CONSOLIDATION, MERGER, SALE OR CONVEYANCE



     9.1 Company May Consolidate, etc., on Certain Terms. (a) Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with
or into any other entity or entities (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of
the Company to any other entity (whether or not affiliated with the Company) authorized to acquire
and operate the same; provided, that in any such case: (i) either the Company shall be the
surviving or continuing entity or the resulting or acquiring entity, if other than the Company, is
organized and existing under the laws of a U.S. jurisdiction and assumes all of the Company’s
responsibilities and liabilities under the Indenture, including the payment of all amounts due on
the Securities and performance of the covenants in the Indenture; (ii) immediately after the
transaction, and giving effect to the transaction, no Event of Default under the Indenture exists;
and (iii) the Company has delivered to the Trustee an Officers’ Certificate, stating that the
transaction and, if a supplemental indenture is required in connection with the transaction, the
supplemental indenture comply with the Indenture and that all conditions precedent to the
transaction contained in the Indenture have been satisfied.




     (b) If the Company consolidates or merges with or into any other entity or sells or
leases all or substantially all of the Company’s assets in compliance with the terms and
conditions of this Indenture, the resulting or acquiring entity will be substituted for the
Company in this Indenture and the Securities with the same effect as if such entity had been
an original party to this Indenture and the Securities. As a result, such successor entity
may exercise the Company’s rights and powers under the Indenture and the Securities, in the
Company’s name and, except in the case of a lease, the Company will be released from all its
liabilities and obligations under the Indenture and under the Securities.




     (c) Notwithstanding the foregoing provisions, the Company may transfer all of its
property and assets to another entity if, immediately after giving effect to the transfer,
such entity is a Wholly Owned Subsidiary.



     9.2 Successor Entity Substituted. In case of any such consolidation, merger, sale or
conveyance, and following such an assumption by the successor entity, such successor entity shall
succeed to and be substituted for the Company, with the same effect as if it had been named herein.
Such successor entity may cause to be signed, and may issue either in its own name or in the name
of the Company prior to such succession any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities and Coupons, if any, appertaining thereto, which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and any Securities
which such successor entity thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All of the Securities and Coupons, if any, appertaining thereto, so



50









 




issued shall in all respects have the same legal rank and benefit under this Indenture as the
Securities and Coupons, if any, appertaining thereto, theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities and Coupons, if any,
appertaining thereto, had been issued at the date of the execution hereof.




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



     In the event of any such sale or conveyance (other than a conveyance by way of lease) the
Company or any successor entity which shall theretofore have become such in the manner described in
this Article shall be discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved.



     9.3 Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections
6.1 and 6.2, shall receive an Opinion of Counsel, prepared in accordance with Section 11.5, as
conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such
assumption, any supplemental indenture, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.



ARTICLE TEN




SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS



     10.1 Satisfaction and Discharge of Indenture. If at any time (a) the Company shall
have paid or caused to be paid the principal of and interest on all the Securities of any Series
and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities and Coupons
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 (b) the Company shall have
delivered to the Trustee for cancellation all Securities of any Series and Coupons, if any,
theretofore authenticated (other than any Securities of such Series and Coupons which have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or
(c)(i) all the Securities of such Series and Coupons, if any, 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 (ii) the Company shall have
irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount
in the Currency required and/or the required Government Obligations maturing as to principal and
interest in such amounts and at such times as will, in aggregate, ensure the availability of cash
sufficient, in the opinion of a firm of independent certified public accountants, to pay at
maturity or upon redemption all Securities of such Series and Coupons, if any (other than any
Securities of such Series and Coupons, if any, appertaining thereto which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9),
not theretofore delivered to the Trustee for cancellation, including principal and interest due or
to become due to such date of maturity as the case may be, and if, in any such case, the Company
shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to
Securities of such Series and Coupons, if any, then this Indenture shall



51









 




cease to be of further effect with respect to Securities of such Series and Coupons, if any,
and any Guarantees endorsed thereon or attached thereto (except as to (A) rights of registration of
transfer and exchange, and the Company’s right of optional redemption, (B) substitution of
mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (C) rights of Holders 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, (D) the rights, obligations and immunities of the Trustee hereunder,
and (E) the rights of the Securityholders of such Series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them), and, subject to Section
10.6, the Trustee, upon request by the Company accompanied by an Officers’ Certificate and an
Opinion of Counsel, shall execute proper instruments acknowledging such satisfaction and discharge
of this Indenture with respect to Securities of such Series and Coupons, if any.




     10.2 Defeasance and Covenant Defeasance.



          (a) Unless otherwise specified pursuant to Section 2.3, the Securities of any Series shall be
subject to defeasance pursuant to Section 10.2(b) or covenant defeasance pursuant to Section
10.2(c), in accordance with any applicable requirements specified pursuant to Section 2.3 and upon
compliance with the conditions set forth below in Section 10.2(d). The Company may elect, at its
option, at any time, to have Section 10.2(b) or Section 10.2(c) applied to any Securities of any
Series so subject to defeasance or covenant defeasance. Any such election shall be evidenced by a
resolution of the Board of Directors or in another manner specified as contemplated by Section 2.3
for such Securities.



          (b) Upon the Company’s exercise of its option, if any, to have this Section 10.2(b) applied to
the Securities of any Series, on and after the date the conditions set forth in Section 10.2(d) are
satisfied the Company shall be deemed to have satisfied and discharged the entire indebtedness
represented by such Securities and Coupons, if any, and to have satisfied and discharged all of its
other obligations under such Securities and Coupons, if any, and this Indenture, insofar as such
Securities and Coupons are concerned (“Defeasance”).



     Subject to compliance with this Section 10.2, the Company may exercise its option, if any, to
have this Section 10.2(b) applied to any Securities notwithstanding the prior exercise of its
option, if any, to have Section 10.2(c) applied to such Securities.



     In connection with Defeasance with respect to the Securities of any Series, the irrevocable
trust agreement contemplated by Section 10.2(d) shall include, among other things, provision for
(a) payment of the principal of and interest on such Securities and Coupons, if any, when due (by
redemption, sinking fund payments or otherwise), (b) the payment of the expenses of the Trustee
incurred or to be incurred in connection with carrying out such trust provisions, (c) rights of
registration, transfer, substitution and exchange of such Securities and Coupons, if any, in
accordance with the terms stated in this Indenture, and (d) continuation of the rights, obligations
and immunities of the Trustee as against the Holders of such Securities as stated in this
Indenture.



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     Subject to Section 10.6, the Trustee, upon request of the Company pursuant to a request by the
Company accompanied by an Officers’ Certificate and Opinion of Counsel, shall execute proper
instruments acknowledging any satisfaction and discharge pursuant to this Section 10.2(b).



          (c) Upon the Company’s exercise of its option, if any, to have this Section 10.2(c) applied to
the Securities of any Series, on and after the date the conditions set forth in Section 10.2(d) are
satisfied (i) the Company shall be released from such of its obligations and covenants established
pursuant to Section 2.3 for the benefit of the Holders of such Securities as are specified in the
resolutions of the Board of Directors or supplemental indenture establishing such obligations and
covenants, and (ii) the occurrence of any event contemplated by Section 5.1(c) with respect to such
of its obligations and covenants established pursuant to Section 2.3 for the benefit of the Holders
of such Securities as are specified in the resolutions of the Board of Directors or supplemental
indenture establishing such obligations and covenants or by Section 5.1(f) to the extent specified
in the resolutions of the Board of Directors or supplemental indenture establishing such event as
an Event of Default shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities (“Covenant Defeasance”). Upon the effectiveness of Covenant Defeasance
with respect to any Securities of any Series, with respect to such Securities, the Company may omit
to comply with and shall have no liability in respect of any of the Company’s obligations and
covenants established pursuant to Section 2.3 for the benefit of the Holders of such Securities as
are specified in the resolutions of the Board of Directors or supplemental indenture establishing
such obligations and covenants, whether directly or indirectly by reason of any reference elsewhere
herein to any such obligation or covenant or by reason of any reference in any such obligation or
covenant to any other provision herein or in any other document, but, except as provided in the
immediately preceding sentence, the remainder of this Indenture and such Securities of such Series
and Coupons, if any.



          (d) The following shall be the conditions to the application of Section 10.2(b) or Section
10.2(c) to the Securities of any Series:




          (i) The Company shall have irrevocably deposited or caused to be deposited with the
Trustee at its Corporate Trust Office or such other office as the Trustee may designate,
under the terms of an irrevocable trust agreement in form and substance satisfactory to the
Trustee, as trust funds in trust solely for the benefit of the Holders of Securities of such
Series and Coupons, if any, (i) cash in the Currency required and/or (ii) the required
Government Obligations maturing as to principal and interest in such amounts and at such
times as are sufficient, in the opinion of a firm of independent certified public
accountants, without consideration of any reinvestment of such principal or interest, to pay
the principal of and interest in the Currency required on the Outstanding Securities of such
Series and Coupons, if any, to maturity or redemption, as the case may be, provided that the
Trustee shall have been irrevocably instructed to apply such money or the proceeds of such
Government Obligations to the payment of said principal of and interest on the Outstanding
Securities of such Series and Coupons, if any.




          (ii) In the event of an election to have Section 10.2(b) apply to any Securities of any
Series, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities and Coupons, if any, will not



53









 






recognize income, gain or loss for federal income tax purposes as a result of the
Defeasance to be effected with respect to such Securities and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would be the case
if such Defeasance had not occurred.




          (iii) In the event of an election to have Section 10.2(c) apply to any Securities of
any Series, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Securities and Coupons, if any, will not recognize income,
gain or loss for federal income tax purposes as a result of the Covenant Defeasance to be
effected with respect to such Securities and will be subject to federal income tax on the
same amount, in the same manner and at the same times as would be the case if such Covenant
Defeasance had not occurred.



     10.3 Application by Trustee of Funds Deposited for Payment of Securities. Subject to
Section 10.5, all moneys deposited with the Trustee pursuant to this Article Ten shall be held in
trust and applied by it to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent), to the Holders of the particular Securities of such Series
and any Coupons appertaining thereto 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.



     10.4 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction
and discharge of this Indenture with respect to Securities of any Series or Coupons, all moneys
then held by any Paying Agent under the provisions of this Indenture with respect to such Series of
Securities or Coupons shall, upon demand of the Company, 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.



     10.5 Return of Unclaimed Moneys Held by Trustee and Paying Agent. 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 or Coupons 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 Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company
by the Trustee for such Series or such Paying Agent, and the Holder of the Security of such Series
or Holders of Coupons appertaining thereto shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company
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.



     10.6 Reinstatement of Company’s Obligations. If the Trustee is unable to apply any
funds or Government Obligations in accordance with this Article Ten by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or by reason of the Trustee’s inability to
convert any such funds or Government Obligations into the Currency required to be



54









 




paid with respect to the Securities of such Series, the Company’s obligations under this
Indenture and the Securities of any Series for which such application is prohibited shall be
revived and reinstated as if no deposit had occurred pursuant to this Article Ten until such time
as the Trustee is permitted to apply all such funds or Government Obligations in accordance with
this Article Ten or is able to convert all such funds or Government Obligations; provided, however,
that if the Company has made any payment of interest on or principal of any of such Securities or
Coupons because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the funds or Government
Obligations held by the Trustee.




ARTICLE ELEVEN




MISCELLANEOUS PROVISIONS



     11.1 Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual
Liability. No recourse under or upon any obligation, covenant or agreement contained in this
Indenture, in any Security or Coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor, either directly or
through the Company 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 and Coupons, if
any, by the Holders thereof and as part of the consideration for the issue of the Securities.



     11.2 Provisions of Indenture for the Sole Benefit of Parties and Securityholders.
Nothing in this Indenture or in the Securities or Coupons, expressed or implied, shall give or be
construed to give to any Person, firm or corporation, other than the parties hereto, any Paying
Agent and their successors hereunder and the Holders of the Securities and Coupons, if any, 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 and Coupons.



     11.3 Successors and Assigns of Company Bound by Indenture. All the covenants,
stipulations, promises and agreements in this Indenture contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.



     11.4 Notices and Demands on Company, Trustee and Securityholders. Any notice or
demand which by any provision of this Indenture is required or permitted to be given or served by
the Trustee, by the Holders of Securities, or by the Holders of Coupons to or on the Company 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 Company is filed by the
Company with the Trustee) to Woodward Governor Company, 1000 East Drake Road, Fort Collins,
Colorado 80525, Attention: General Counsel. Any notice, direction, request or demand by the
Company or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made at the Corporate Trust Office.



55









 





     Where this Indenture provides for notice to Holders of any event, (a) if any of the Securities
affected by such event are Registered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed by first-class mail, postage prepaid
to such Registered Holders as their names and addresses appear in the Security register within the
time prescribed and (b) if any of the Securities affected by such event are Unregistered Securities
or Coupon Securities, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if published once in a newspaper of general circulation in New York, New York, within the
time prescribed. 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 any case where notice to 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, and any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been duly given.



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



     11.5 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein. Upon any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
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 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 has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with and (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 Company 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 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,



56









 




statement or opinion of counsel may be based, insofar as it relates to factual matters,
information with respect to which is in the possession of the Company, upon the certificate,
statement or opinion of or representations by an officer or officers of the Company, unless such
counsel knows that the certificate, statement or opinion or representations with respect to the
matters upon which his 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 Company 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 Company, unless such officer or counsel,
as the case may be, knows that the certificate or opinion or representations with respect to the
accounting matters upon which his 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 the
Trustee shall contain a statement that such firm is independent.



     11.6 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of
interest on or principal of the Securities of any Series or Coupons appertaining thereto or the
date fixed for redemption or repayment of any such Security or Coupon 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.



     11.7 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 another provision
included in this Indenture which is required to be included herein by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such required provision shall control.



     11.8 New York Law to Govern. This Indenture and each Security shall be deemed to be a
contract under the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such State.



     11.9 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.



     11.10 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.



     11.11 Determination of Principal Amount. In determining whether the Holders of the
requisite principal amount of Outstanding Securities of any Series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, whether a quorum is present at a
meeting of Holders of Securities or whether sufficient funds are available for redemption or for
any other purpose, 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



57









 




acceleration of the maturity thereof pursuant to Section 5.1 and the principal amount of any
Securities denominated in a Foreign Currency that shall be deemed to be Outstanding for such
purposes shall be determined by converting the Foreign Currency into Dollars at the Market Exchange
Rate as of the date of such determination.




     11.12 Waiver. The Holders of at least a majority of the total principal amount of the
Outstanding Securities may, on behalf of all Holders of the Securities: (a) waive compliance by the
Company of restrictive provisions in this Indenture; and (b) waive any past default under this
Indenture as provided in Section 5.10.



     11.13 Force Majeure. In no event shall the Trustee be responsible or liable, nor
shall the Company be responsible or liable to the Trustee, for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee or the Company, as the case may be, shall
use reasonable efforts which are consistent with accepted practices to resume performance as soon
as practicable under the circumstances.



     11.14 Waiver of Jury Trial. EACH OF THE COMPANY, THE TRUSTEE, AND EACH HOLDR OF A
SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURTIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



ARTICLE TWELVE




REDEMPTION OF SECURITIES



     12.1 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders
of Securities of any Series to be redeemed as a whole or in part at the option of the Company shall
be given by giving notice of such redemption as provided in Section 11.4, 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. 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 any other Security of such Series.



     The notice of redemption to each such Holder shall identify the Securities to be redeemed
(including “CUSIP” or “ISIN” numbers), specify the date fixed for redemption, the redemption price,
the Place of Payment, that payment will be made upon presentation and surrender of such Securities,
and that, unless otherwise specified in such notice, Coupon Securities, if any, surrendered for
payment must be accompanied by all Coupons maturing subsequent to the redemption date, failing
which the amount of any such missing Coupon or Coupons will be deducted from the sum due for
payment, 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



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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, the conversion rate or
price, the date on which the right to convert the Securities to be redeemed will terminate and the
place or places where such Securities may be surrendered for conversion, if applicable, and that,
if less than all of the Outstanding Securities of a Series are to be redeemed, the identification
and principal amount of the Securities to be redeemed. If less than all of the Securities of any
Series are to be redeemed, the notice of redemption shall specify the numbers of the Securities of
such Series to be redeemed, and, if only Unregistered Securities of any Series are to be redeemed,
and if such Unregistered Securities may be exchanged for Registered Securities, the last date on
which exchanges of Unregistered Securities for Registered Securities not subject to redemption may
be made. In case any Security of a Series is to be redeemed in part, the notice of redemption
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 and any Coupons appertaining
thereto, a new Security or Securities of such Series in principal amount equal to the unredeemed
portion thereof with appropriate Coupons will be issued.




     The notice of redemption of Securities of any Series to be redeemed at the option of the
Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and
at the expense of the Company. The Company shall give the Trustee at least 45 days prior written
notice of any redemption hereunder, unless a shorter period shall be satisfactory to the Trustee.
If the redemption price is not known at the time such notice is to be given, the actual redemption
price, calculated as described in the terms of the Securities to be redeemed, will be set forth in
an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days
prior to the redemption date. A notice of redemption may not be conditional.



     Not later than 9:00 a.m., New York time, on the redemption date specified in the notice of
redemption given as provided in this Section 12.1, the Company will have on deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent,
set aside, segregate and hold in trust as provided in Section 3.4) an amount of money in the
Currency in which the Securities of such Series and any Coupons appertaining thereto are payable
(except as otherwise specified pursuant to Section 2.3 and except as provided in Sections 2.12(b),
(e) and (f) of this Indenture) 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. If any Security to be redeemed is converted into Common
Stock or Preferred Stock, any money deposited with the Trustee or with any Paying Agent or so
segregated and held in trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any predecessor Security to receive interest as provided in the last
paragraph of Section 2.7) be paid to the Company upon the written request of the Company or, if
then held by the Company, shall be discharged from such trust. If less than all the Outstanding
Securities of a Series are to be redeemed, the Company will deliver to the Trustee at least 60 days
prior to the date fixed for redemption an Officers’ Certificate stating the aggregate principal
amount of Securities to be redeemed, unless a shorter period shall be satisfactory to the Trustee.



     If less than all the Securities of a Series are to be redeemed, and the Securities are not
held in global form pursuant to Section 2.15, the Trustee shall select, in such manner as it shall
deem appropriate and fair, Securities of such Series to be redeemed in whole or in part.



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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
Company 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. If any Security to be redeemed in part is converted
in part before termination of the conversion right with respect to the portion of the Security so
selected, the converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Securities (or portions thereof) which have been converted during
a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection. In any case where more than one Security is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it
were represented by one Security.




     12.2 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 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 Company 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 10.4, 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 Company at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption; provided that any semiannual payment of interest
on Registered Securities becoming due on the date fixed for redemption shall be payable to the
Holders of such Securities registered as such on the relevant record date subject to the terms and
provisions of Section 2.4 hereof.



     If any Coupon Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing on or after the date fixed for redemption, such Security may be paid after
deducting from the redemption price an amount equal to the face amount of all such missing Coupons
or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee, if
there be furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any missing Coupon in respect of which a deduction shall have been made from the redemption
price, such Holder shall be entitled to receive the amount so deducted; provided, however, that,
unless otherwise provided pursuant to Section 2.3, interest represented by Coupons shall be payable
only upon presentation and surrender of those Coupons at an office or agency located outside of the
United States.



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     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 borne by the Security.



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



     12.3 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 a written statement signed by an authorized officer of
the Company and 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 Company or (b) an entity specifically identified in such written
statement directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company.



     12.4 Repayment at the Option of the Holders. Securities of any Series which are
repayable at the option of the Holders thereof before their stated maturity shall be repaid in
accordance with the terms of the Securities of such Series.



     The repayment of any principal amount of Securities pursuant to such option of the Holder to
require repayment of Securities before their stated maturity, for purposes of Article Ten, shall
not operate as a payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or surrender the same to the
Trustee with a directive that such Securities be cancelled.



ARTICLE THIRTEEN




HOLDERS’ MEETINGS



     13.1 Purposes of Meetings. A meeting of Holders of Securities of any or all Series
may be called at any time and from time to time pursuant to the provisions of this Article Thirteen
for any of the following purposes:




     (a) to give any notice to the Company or to the Trustee for the Securities of such
Series, or to give any directions to the Trustee for such Series, or to consent to the
waiving of any default hereunder and its consequences, or to take any other action
authorized to be taken by Holders pursuant to any of the provisions of Article Five;




     (b) to remove the Trustee for such Series and nominate a successor Trustee pursuant to
the provisions of Article Six;




     (c) to consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 8.2; and



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     (d) to take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Securities of any one or more or all Series,
as the case may be, under any provision of this Indenture or under applicable law.



     13.2 Call of Meetings by Trustee. The Trustee for the Securities of any Series may at
any time call a meeting of Holders of Securities of such Series to take any action specified in
Section 13.1, to be held at such time and at such place in Chicago, Illinois, or such other Place
of Payment as the Trustee for such Series shall determine. Notice of every meeting of the Holders
of Securities of any Series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given to Holders of Securities of
such Series in the manner and to the extent provided in Section 11.4. Such notice shall be given
not less than 20 nor more than 90 days prior to the date fixed for the meeting.



     13.3 Call of Meetings by Company or Holders. In case at any time the Company,
pursuant to a resolution of its Board of Directors, or the Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of any or all Series, as the case may be, shall have
requested the Trustee for such Series to call a meeting of Holders of Securities of any or all
Series, as the case may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee for such Series shall not have given the
notice of such meeting within 20 days after receipt of such request, then the Company or such
Holders may determine the time and the place in Chicago, Illinois, or such other Place of Payment
for such meeting and may call such meeting to take any action authorized in Section 13.1, by giving
notice thereof as provided in Section 13.2.



     13.4 Qualifications for Voting. To be entitled to vote at any meeting of Holders, a
Person shall be (a) a Holder of one or more Securities with respect to which such meeting is being
held or (b) a Person appointed by an instrument in writing as proxy by such Holder. The only
Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the
Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee
for the Securities of the Series with respect to which such meeting is being held and its counsel
and any representatives of the Company and its counsel.



     13.5 Regulations. Notwithstanding any other provisions of this Indenture, the Trustee
for the Securities of any Series may make such reasonable regulations as it may deem advisable for
any meeting of Holders of the Securities of such Series, in regard to proof of the holding of
Securities of such Series and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it
shall think fit.



     The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Holders of the Securities of such
Series as provided in Section 13.3, in which case the Company or the Holders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the meeting.



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     Subject to Section 7.4, at any meeting each Holder of Securities with respect to which such
meeting is being held or proxy therefore shall be entitled to one vote for each $1,000 (or the
equivalent in the Currency in which such Securities are denominated, as determined pursuant to
Section 11.11) principal amount (in the case of the Original Issue Discount Securities, such
principal amount to be determined as provided in Section 11.11) of Securities held or represented
by him. However, no vote shall be cast or counted at any meeting in respect of any such Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of the Securities of such
Series held by him or instruments in writing aforesaid duly designating him as the Person to vote
on behalf of other Holders of such Series. At any meeting of Holders, the presence of Persons
holding or representing Securities with respect to which such meeting is being held in an aggregate
principal amount sufficient to take action on the business for the transaction of which such
meeting was called shall constitute a quorum, but, if less than a quorum is present, the Persons
holding or representing a majority in aggregate principal amount of such Securities represented at
the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though
a quorum had been present. Any meeting of Holders of Securities with respect to which a meeting
was duly called pursuant to the provisions of Section 13.2 or Section 13.3 may be adjourned from
time to time by a majority of such Holders present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.



     13.6 Voting. The vote upon any resolution submitted to any meeting of Holders of
Securities with respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such Holders or of their representatives by proxy and the
serial number or numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that such notice was given in the manner and
to the extent provided in Section 11.4. The record shall show the serial numbers of the Securities
voting in favor of or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the Trustee.



     Any record so signed and verified shall be conclusive evidence of the matters therein stated.



     13.7 No Delay of Rights by Meeting. Nothing in this Article Thirteen shall be deemed
or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under
any of the provisions of this Indenture or of the Securities of any Series.



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



	 	 	 	 	 
	 	WOODWARD GOVERNOR COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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