exv4w1






Exhibit 4.1




 
 





IDEX CORPORATION




as Issuer




and




WELLS FARGO BANK, NATIONAL ASSOCIATION




as Trustee




 






INDENTURE




Dated as of December 6, 2010




DEBT SECURITIES






 
 





 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Securities
	 	 	5	 
	 
	 	 	 	 
	Section 2.01 Forms Generally
	 	 	5	 
	Section 2.02 Form of Trustee’s Certificate of Authentication
	 	 	5	 
	Section 2.03 Amount Unlimited; Issuable in Series
	 	 	6	 
	Section 2.04 Authentication and Delivery of Securities
	 	 	8	 
	Section 2.05 Execution of Securities
	 	 	9	 
	Section 2.06 Certificate of Authentication
	 	 	10	 
	Section 2.07 Denomination and Date of Securities; Payments of Interest
	 	 	10	 
	Section 2.08 Registration, Transfer and Exchange
	 	 	11	 
	Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	13	 
	Section 2.10 Cancellation of Securities; Destruction Thereof
	 	 	14	 
	Section 2.11 Temporary Securities
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III Covenants of the Issuer
	 	 	14	 
	 
	 	 	 	 
	Section 3.01 Payment of Principal and Interest
	 	 	14	 
	Section 3.02 Offices for Payments, Etc.
	 	 	15	 
	Section 3.03 Appointment to Fill a Vacancy in Office of Trustee
	 	 	15	 
	Section 3.04 Paying Agents
	 	 	15	 
	Section 3.05 Written Statement to Trustee
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV Securityholders Lists and Reports by the Issuer and the Trustee
	 	 	16	 
	 
	 	 	 	 
	Section 4.01 Issuer to Furnish Trustee Information as to Names and Addresses
of Securityholders
	 	 	16	 
	Section 4.02 Reports by the Issuer
	 	 	17	 
	Section 4.03 Reports by the Trustee
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V Remedies of the Trustee and Securityholders on Event of Default
	 	 	17	 
	 
	 	 	 	 
	Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default
	 	 	17	 
	Section 5.02 Collection of Debt by Trustee; Trustee May Prove Debt
	 	 	19	 
	Section 5.03 Application of Proceeds
	 	 	21	 
	Section 5.04 Suits for Enforcement
	 	 	22	 
	Section 5.05 Restoration of Rights on Abandonment of Proceedings
	 	 	22	 
	Section 5.06 Limitations on Suits by Securityholders
	 	 	22	 
	Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits
	 	 	23	 
	Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default
	 	 	23	 
	Section 5.09 Control by Holders of Securities
	 	 	23	 






i









 






TABLE OF CONTENTS (cont.)





	 	 	 	 	 
	 	 	Page	 
	Section 5.10 Waiver of Past Defaults
	 	 	24	 
	Section 5.11 Trustee to Give Notice of Default
	 	 	24	 
	Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs
	 	 	25	 
	 
	 	 	 	 
	ARTICLE VI Concerning the Trustee
	 	 	25	 
	 
	 	 	 	 
	Section 6.01 Duties and Responsibilities of the Trustee; During Default;
Prior to Default
	 	 	25	 
	Section 6.02 Certain Rights of the Trustee
	 	 	25	 
	Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof
	 	 	27	 
	Section 6.04 Trustee and Agents May Hold Securities; Collections, Etc.
	 	 	28	 
	Section 6.05 Moneys Held by Trustee
	 	 	28	 
	Section 6.06 Compensation and Indemnification of Trustee and its Prior Claim
	 	 	28	 
	Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc.
	 	 	29	 
	Section 6.08 Indentures Creating Potential Conflicting Interests for the Trustee
	 	 	29	 
	Section 6.09 Persons Eligible for Appointment as Trustee
	 	 	29	 
	Section 6.10 Resignation and Removal; Appointment of Successor Trustee
	 	 	29	 
	Section 6.11 Acceptance of Appointment by Successor Trustee
	 	 	30	 
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VII Concerning the Securityholders
	 	 	32	 
	 
	 	 	 	 
	Section 7.01 Evidence of Action Taken by Securityholders
	 	 	32	 
	Section 7.02 Proof of Execution of Instruments and of Holding of Securities
	 	 	32	 
	Section 7.03 Holders to Be Treated as Owners
	 	 	32	 
	Section 7.04 Securities Owned by Issuer Deemed Not Outstanding
	 	 	33	 
	Section 7.05 Right of Revocation of Action Taken
	 	 	33	 
	 
	 	 	 	 
	ARTICLE VIII Supplemental Indentures
	 	 	33	 
	 
	 	 	 	 
	Section 8.01 Supplemental Indentures Without Consent of Securityholders
	 	 	33	 
	Section 8.02 Supplemental Indentures With Consent of Securityholders
	 	 	35	 
	Section 8.03 Effect of Supplemental Indenture
	 	 	36	 
	Section 8.04 Documents to Be Given to Trustee
	 	 	36	 
	Section 8.05 Notation on Securities in Respect of Supplemental Indentures
	 	 	37	 
	 
	 	 	 	 
	ARTICLE IX Consolidation, Merger, Sale or Conveyance
	 	 	37	 
	 
	 	 	 	 
	Section 9.01 Issuer May Consolidate, Etc., on Certain Terms
	 	 	37	 
	Section 9.02 Successor Issuer Substituted
	 	 	37	 
	 
	 	 	 	 
	ARTICLE X Satisfaction and Discharge of Indenture; Unclaimed Moneys
	 	 	38	 
	 
	 	 	 	 
	Section 10.01 Satisfaction and Discharge of Indenture
	 	 	38	 
	Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities
	 	 	41	 






ii









 





TABLE OF CONTENTS (cont.)





	 	 	 	 	 
	 	 	Page	 
	Section 10.03 Repayment of Moneys Held by Paying Agent
	 	 	41	 
	Section 10.04 Return of Moneys Held by Trustee and Paying Agent Unclaimed for
Two Years
	 	 	42	 
	Section 10.05 Indemnity for U.S. Government Obligations
	 	 	42	 
	 
	 	 	 	 
	ARTICLE XI Miscellaneous Provisions
	 	 	42	 
	 
	 	 	 	 
	Section 11.01 Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from Individual Liability
	 	 	42	 
	Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities
	 	 	42	 
	Section 11.03 Successors and Assigns of Issuer Bound by Indenture
	 	 	43	 
	Section 11.04 Notices and Demands on Issuer, Trustee and Holders of Securities
	 	 	43	 
	Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to
be Contained Therein
	 	 	44	 
	Section 11.06 Payments Due on Saturdays, Sundays and Holidays
	 	 	44	 
	Section 11.07 Conflict of any Provision of Indenture With Trust Indenture Act of 1939
	 	 	45	 
	Section 11.08 New York Law to Govern
	 	 	45	 
	Section 11.09 Counterparts
	 	 	45	 
	Section 11.10 Effect of Headings
	 	 	45	 
	Section 11.11 Securities in a Foreign Currency
	 	 	45	 
	Section 11.12 Judgment Currency
	 	 	46	 
	Section 11.13 Waiver of Jury Trial
	 	 	46	 
	 
	 	 	 	 
	ARTICLE XII Redemption of Securities and Sinking Funds
	 	 	46	 
	 
	 	 	 	 
	Section 12.01 Applicability of Article
	 	 	46	 
	Section 12.02 Notice of Redemption; Partial Redemptions
	 	 	46	 
	Section 12.03 Payment of Securities Called for Redemption
	 	 	48	 
	Section 12.04 Exclusion of Certain Securities from Eligibility for Selection
For Redemption
	 	 	49	 
	Section 12.05 Mandatory and Optional Sinking Funds
	 	 	49	 






iii









 






IDEX CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,

dated as of December 6, 2010




	 	 	 	 	 

	Trust Indenture Act

	 	Indenture

	Section

	 	Section
	 
	310(a)(1)

	 	 	6.09	 
	(a)(2)

	 	 	6.09	 
	(a)(3)

	 	Not Applicable
	 
	(a)(4)

	 	Not Applicable
	 
	(b)

	 	 	6.08, 6.10, 6.11	 
	311(a)

	 	 	6.04	 
	(b)

	 	 	6.04	 
	312(a)

	 	 	4.01	 
	(b)

	 	Not Applicable

	(c)

	 	 	4.01	 
	313(a)

	 	 	4.03	 
	(b)(1)

	 	Not Applicable
	 
	(b)(2)

	 	 	4.03	 
	(c)

	 	 	4.03	 
	(d)

	 	 	4.03	 
	314(a)

	 	 	4.02	 
	(a)(4)

	 	 	3.05	 
	(b)

	 	Not Applicable
	 
	(c)(1)

	 	 	11.05	 
	(c)(2)

	 	 	11.05	 
	(c)(3)

	 	Not Applicable
	 
	(d)

	 	Not Applicable
	 
	(e)

	 	 	11.05	 
	315(a)

	 	 	6.01, 6.02	 
	(b)

	 	 	5.11	 
	(c)

	 	 	6.01	 
	(d)

	 	 	6.01	 
	(e)

	 	 	5.12	 
	316(a)

	 	 	1.01	 
	(a)(1)(A)

	 	 	5.09	 
	(a)(1)(B)

	 	 	5.10	 
	(a)(2)

	 	Not Applicable
	 
	(b)

	 	 	5.07	 
	(c)

	 	 	7.02	 
	317(a)(1)

	 	 	5.02; 5.04	 
	(a)(2)

	 	 	5.02	 
	(b)

	 	 	6.05; 3.04	 
	318(a)

	 	 	11.07	 






 





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




 







 











 





     THIS INDENTURE, dated as of December 6, 2010, is made between IDEX CORPORATION, a
Delaware corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the
“Trustee”).



W I T N E S S E T H :



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



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



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



     NOW, THEREFORE:



     In consideration of the premises and the purchases of the Securities by the holders thereof,
the Issuer and the Trustee mutually covenant and agree for the benefit of each other and the equal
and proportionate benefit of the respective holders from time to time of the Securities as follows:



ARTICLE I

DEFINITIONS



     Section 1.01 Certain Terms Defined. The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in this Section. All
other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the
definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of
1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein
otherwise expressly provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said 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 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 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.



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



 









 





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



     “Business Day” means, with respect to any Security, a day that in the city (or in any of the
cities, if more than one) in which amounts are payable, as specified in the form of such Security,
is not a Saturday, Sunday or other day on which banking institutions are authorized or required by
law or regulation to close.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, 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 of 1939, then the body performing such duties on such date.



     “Common Stock” means shares of common stock, par value $0.01 per share, of the Issuer as the
same exists at the date of execution and delivery of this Indenture or as such stock may be
reconstituted from time to time.



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business
of the Trustee shall, at any particular time in relation to this Indenture, be principally
administered, which office is, at the date as of which this Indenture is dated, located at Wells
Fargo Bank, National Association, 230 W. Monroe Street, Suite 2900, Chicago, IL 60606, Attn:
Corporate Trust Services, and for purposes of Section 3.02 such office shall also mean the office
or agency of the Trustee located at 608 Second Avenue South, N9303-121, Minneapolis, MN 55479,
Attn: Corporate Trust Operations.



     “Debt” means with respect to a Person all obligations of such Person for borrowed money and
all such obligations of any other Person for borrowed money guaranteed by such Person.



     “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of one or more Global Securities, the Person designated as Depositary by the Issuer pursuant
to Section 2.04 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as
used with respect to the Securities of any such series shall mean the Depositary with respect to
the Global Securities of that series.



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



     “Event of Default” means any event or condition specified as such in Section 5.01.



     “Foreign Currency” means a currency issued by the government of a country other than the
United States.



2









 





     “Global Security”, means a Security evidencing all or a part of a series of Securities, issued
to the Depositary for such series in accordance with Section 2.04, and bearing the legend
prescribed in Section 2.04.



     “Holder”, “holder of Securities”, “Securityholder” or other similar terms mean the Person in
whose name such Security is registered in the Security register kept by the Issuer for that purpose
in accordance with the terms hereof.



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



     “interest”, unless the context otherwise requires, refers to interest, and when used with
respect to non-interest bearing Securities, refers to interest payable after maturity, if any.



     “Issuer” means IDEX Corporation and, subject to Article 9, its successors and assigns.



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



     “Market Exchange Rate” has the meaning set forth in Section 11.11.



     “Officer’s Certificate” means a certificate signed by the chief executive officer, any vice
president, the chief financial officer, the controller, the treasurer, any assistant treasurer, the
secretary or any assistant secretary of the Issuer and delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and shall include the
statements provided for in Section 11.05.



     “Opinion of Counsel” means an opinion in writing signed by the general counsel or such other
legal counsel who may be an employee of or counsel to the Issuer and any other counsel who shall be
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust
Indenture Act of 1939 and shall include the statements provided for in Section 11.05, 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 Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.01.



     “Outstanding”, when used with reference to Securities, shall, subject to the provisions of
Section 7.04, 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;



3









 






     (b) Securities, or portions thereof, for the payment or redemption of which moneys
or U.S. Government Obligations (as provided for in Section 10.01) in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent (other than the
Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the
Holders of such Securities (if the Issuer shall act as its own paying agent);
provided, that if such Securities, or portions thereof, are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such notice; and




     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the terms of Section
2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee
is presented that such Security is held by a Person in whose hands such Security is a legal,
valid and binding obligation of the Issuer), Securities converted into Common Stock pursuant
hereto and Securities not deemed outstanding pursuant to Section 12.02.



     In determining whether the Holders of the requisite principal amount of Outstanding Securities
of any or all series have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.01.



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



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



     “Responsible Officer”, when used with respect to the Trustee, means the chairman of the board
of directors, any vice chairman of the board of directors, the chairman of the trust committee, the
chairman of the executive committee, any vice chairman of the executive committee, the president,
any vice president, the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any
assistant treasurer, 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 be such
officers, respectively, or to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.



     “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.



     “Subsidiary” means any corporation, partnership or other legal entity (a) the accounts of
which are consolidated with the Issuer in accordance with generally accepted accounting principles
and (b) of which, (i) in the case of a corporation, more than 50% of the outstanding



4









 




voting stock is owned, directly or indirectly, by the Issuer or by one or more other
Subsidiaries or by the Issuer and one or more other Subsidiaries or (ii) in the case of any
partnership or other Person more than 50% of the ordinary equity capital interests is directly or
indirectly owned or controlled by the Issuer or by one or more other Subsidiaries or by the Issuer
and one or more other Subsidiaries.




     “Trust Indenture Act of 1939” (except as otherwise provided in Sections 8.01 and 8.02) means
the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was originally
executed.



     “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article 6, shall also include any successor trustee. “Trustee” shall also
mean or include each Person who is then a trustee hereunder and if at any time there is more than
one such Person, “Trustee” as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.



     “U.S. Government Obligations” shall have the meaning set forth in Section 10.01(a).



     “vice president”, when used with respect to the Issuer 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”.



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



ARTICLE II

SECURITIES



     Section 2.01 Forms Generally. The Securities of each series shall be substantially in such form
(not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board
Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to (rather
than set forth in) a Board Resolution, an Officer’s Certificate detailing such establishment) or in
one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture and
may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be determined by the officers executing such Securities as
evidenced by their execution of such Securities.



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



     Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the
following form:



5









 





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



	 	 	 	 	 
	 
	 	as Trustee

 	 
	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     Section 2.03 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. The terms of a series of Securities shall be established prior to
the initial issuance thereof in or pursuant to one or more Board Resolutions of the Board of
Directors and set forth in a Board Resolution, or, to the extent established pursuant to (rather
than set forth in) a Board Resolution, in an Officer’s Certificate detailing such establishment
and/or established in one or more indentures supplemental hereto. The terms of such series
reflected in such Board Resolution, Officer’s Certificate, or supplemental indenture may include
the following or any additional or different terms:




     (a) the designation of the Securities of the series (which may be part of a series
of Securities previously issued);




     (b) the terms and conditions, if applicable, upon which conversion or exchange of
the Securities into Common Stock will be effected, including the initial conversion or
exchange price or rate and any adjustments thereto, the conversion or exchange period and
other provisions in addition to or in lieu of those described herein;




     (c) any limit upon the aggregate principal amount of the Securities of the series
that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03);




     (d) if other than Dollars, the Foreign Currency in which the Securities of that
series are denominated;




     (e) any date on which the principal of the Securities of the series is payable;




     (f) the rate or rates at which the Securities of the series shall bear interest, if
any, the record date or dates for the determination of holders to whom interest is payable,
the date or dates from which such interest shall accrue and on which such interest shall be
payable and/or the method by which such rate or rates or date or dates shall be determined;




     (g) the place or places where the principal of and any interest on Securities of
the series shall be payable (if other than as provided in Section 3.02);



6









 






     (h) 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 redeemed, in whole or in part, at
the option of the Issuer, pursuant to any sinking fund or otherwise;




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




     (j) if other than denominations of $2,000 and any integral multiple of $1,000
thereof, the denominations in which Securities of the series shall be issuable;




     (k) if other than the principal amount thereof, the portion of the principal amount
of Securities of the series which shall be payable upon declaration of acceleration of the
maturity thereof;




     (l) if other than the currency in which the Securities of that series are
denominated, the currency in which payment of the principal of or interest on the Securities
of such series shall be payable;




     (m) if the principal of or interest on the Securities of the series is to be
payable, at the election of the Issuer or a Holder thereof, in a currency other than that in
which the Securities are denominated, the period or periods within which, and the terms and
conditions upon which, such election may be made;




     (n) if the amount of payments of principal of and interest on the Securities of the
series may be determined with reference to an index based on a currency other than that in
which the Securities of the series are denominated, the manner in which such amounts shall
be determined;




     (o) whether and upon what terms the Securities may be defeased;




     (p) whether and under what circumstances the Issuer will pay additional amounts on
the Securities of any series in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;




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




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




     (s) any other events of default or covenants with respect to the Securities of such
series in addition to or in lieu of those contained in this Indenture;



7









 






     (t) if the Securities of the series may be issued in exchange for surrendered
Securities of another series, or for other securities of the Issuer, pursuant to the terms
of such Securities or securities or of any agreement entered into by the Issuer, the ratio
of the principal amount of the Securities of the series to be issued to the principal amount
of the Securities or securities to be surrendered in exchange, and any other material terms
of the exchange;




     (u) whether the Securities of the series will be senior debt securities or
subordinated debt securities and, if applicable, a description of the subordination terms
thereof; and




     (v) any other terms of the series.



     The Issuer may from time to time, without notice to or the consent of the holders of any
series of Securities, create and issue further Securities of any such series ranking equally with
the Securities of such series in all respects (or in all respects other than the payment of
interest accruing prior to the issue date of such further Securities or except for the first
payment of interest following the issue date of such further Securities). Such further Securities
may be consolidated and form a single series with the Securities of such series and have the same
terms as to status, redemption or otherwise as the Securities of such series; provided that
the Securities of such series and such further Securities must be fungible with each other for U.S.
federal income tax purposes.



     Section 2.04 Authentication and Delivery of Securities. The Issuer may deliver Securities of any
series executed by the Issuer to the Trustee for authentication together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon authenticate and
deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred
to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. The maturity date, original
issue date, interest rate and any other terms of the Securities of such series shall be determined
by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such
Issuer Order may authorize authentication and delivery pursuant to oral instructions from the
Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In
authenticating such Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon:



     (a) an Issuer Order requesting such authentication and setting forth delivery instructions
if the Securities are not to be delivered to the Issuer;



     (b) any Board Resolution, Officer’s Certificate and/or executed supplemental indenture
referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities
were established;



     (c) an Officer’s Certificate setting forth the form or forms and terms of the Securities
stating that the form or forms and terms of the Securities have been established pursuant to



8









 







Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the
Trustee may reasonably request; and



     (d) an Opinion of Counsel.



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



     The Issuer shall execute and the Trustee shall, in accordance with this Section with respect
to the Securities of a series, authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the
name of the Depositary for such Global Security or Securities or the nominee of such Depositary,
(iii) shall be retained by the Trustee as custodian for such Depositary or delivered by the Trustee
to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend
substantially to the following effect: “Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred except as a whole by
the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.”



     Each Depositary designated pursuant to this Section must, at the time of its designation and
at all times while it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.



     Section 2.05 Execution of Securities. The Securities shall be signed on behalf of the Issuer by
its chief executive officer, its chief financial officer, its controller or any vice president.
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.



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



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     Section 2.06 Certificate of Authentication. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited, executed by the
Trustee by the manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.



     Section 2.07 Denomination and Date of Securities; Payments of Interest. The Securities of each
series shall be issuable in denominations established as contemplated by Section 2.03 or, if not so
established, in denominations of $2,000 and any integral multiple of $1,000 thereof. The
Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or
in accordance with such plan as the officers of the Issuer executing the same may determine with
the approval of the Trustee, as evidenced by the execution and authentication thereof. Unless
otherwise indicated in a Board Resolution, Officer’s Certificate or supplemental indenture for a
particular series, interest will be calculated on the basis of a 360-day year of twelve 30-day
months.



     Each Security shall be dated the date of its authentication. The Securities of each series
shall bear interest, if any, from the date, and such interest shall be payable on the dates,
established as contemplated by Section 2.03.



     The Person in whose name any Security of any series is registered at the close of business on
any record date applicable to a particular series with respect to any interest payment date for
such series shall be entitled to receive the interest, if any, payable on such interest payment
date notwithstanding any transfer, exchange or conversion of such Security subsequent to the record
date and prior to such interest payment date, except if and to the extent the Issuer shall default
in the payment of the interest due on such interest payment date for such series, in which case
such defaulted interest shall be paid to the Persons in whose names Outstanding Securities for such
series are registered at the close of business on a subsequent record date (which shall be not less
than five Business Days prior to the date of payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 15
days preceding such subsequent record date. The term “record date” as used with respect to any
interest payment date (except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Securities of such series
established as contemplated by Section 2.03, or, if no such date is so established, if such
interest payment date is the first day of a calendar month, the 15th day of the next preceding
calendar month or, if such interest payment date is the 15th day of a calendar month, the first day
of such calendar month, whether or not such record date is a Business Day.



     The Issuer will be responsible for making calculations called for under the Securities,
including but not limited to determination of redemption price, premium, if any, and any
additional amounts or other amounts payable on the Securities. The Issuer will make the
calculations in good faith and, absent manifest error, its calculations will be final and binding
on the Holders. The Issuer will provide a schedule of its calculations to the Trustee when
requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the
Issuer’s calculations without independent verification.



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     Section 2.08 Registration, Transfer and Exchange. The Issuer will keep at each office or agency to
be maintained for the purpose as provided in Section 3.02 for each series of Securities a register
or registers in which, subject to such reasonable regulations as it may prescribe, it will provide
for the registration of Securities of such series and the registration of transfer of Securities of
such series. Such register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.



     Upon due presentation for registration of transfer of any Security of any series at any such
office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees
a new Security or Securities of the same series, maturity date, interest rate and original issue
date in authorized denominations for a like aggregate principal amount.



     At the option of the Holder thereof, Securities of any series (except a Global Security) may
be exchanged for a Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency
of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 and upon
payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture
shall be promptly cancelled and disposed of by the Trustee in accordance with its standard
procedures and upon request the Trustee will deliver a certificate of disposition thereof to the
Issuer.



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



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



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



     Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary



11









 







to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.



     If at any time the Depositary for the Securities of a series notifies the Issuer that it is
unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the
Issuer shall appoint a successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the Issuer within 90
days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s
election pursuant to Section 2.03 that the Securities of such series be represented by a Global
Security shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of
an Officer’s Certificate for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive registered form, in
any authorized denominations, in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing the Securities of such series, in exchange for such
Global Security or Securities.



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



     The Depositary for such Global Security may surrender such Global Security in exchange in
whole or in part for Securities of the same series in definitive registered form on such terms as
are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the
Trustee shall authenticate and deliver, without service charge,




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




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



     Upon the exchange of a Global Security for Securities in definitive registered form, in
authorized denominations, such Global Security shall be cancelled by the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant to this Section 2.08
shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants or otherwise,



12









 







shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.



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



     Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or
definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in
its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver a new Security of the same series, maturity date, interest rate and
original issue date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and in
the case of mutilation or defacement shall surrender the Security to the Trustee.



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



     Every substitute Security of any series issued pursuant to the provisions of this Section by
virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this Indenture equally and
proportionately with any
and all other Securities of such series duly authenticated and delivered hereunder. All
Securities shall be held and owned upon the express condition that, to the extent permitted by law,
the foregoing provisions are exclusive with respect to the replacement or payment or conversion of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary



13









 







with respect to the replacement or payment of negotiable instruments or other securities without
their surrender.



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



     Section 2.11 Temporary Securities. Pending the preparation of definitive Securities for any
series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities
for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be issuable in any
authorized denomination, and substantially in the form of the definitive Securities of such series
but with such omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by
the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without unreasonable delay the
Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and the Trustee
shall authenticate and deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having authorized
denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series, unless the benefits of
the temporary Securities are limited pursuant to Section 2.03.



ARTICLE III

COVENANTS OF THE ISSUER



     Section 3.01 Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on, each of the
Securities of such series (together with any additional amounts payable pursuant to the terms of
such Securities) at the place or places, at the respective times and in the manner provided in such
Securities and in this Indenture. The interest on Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or upon the
written order of the Holders thereof and at the option of the Issuer may be paid by mailing checks for such
interest payable to or upon the



14









 







written order of such Holders at their last addresses as they
appear on the Security register of the Issuer.



     Section 3.02 Offices for Payments, Etc. The Issuer will maintain (i) in the United States, an
agency where the Securities of each series may be presented for payment, an agency where the
Securities of each series may be presented for exchange and conversion, if applicable, as provided
in this Indenture and an agency where the Securities of each series may be presented for
registration of transfer as in this Indenture provided and (ii) such further agencies in such
places as may be determined for the Securities of such series pursuant to Section 2.03.



     The Issuer will maintain in the United States, an agency where notices and demands to or upon
the Issuer in respect of the Securities of any series or this Indenture may be served.



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



     The Issuer may from time to time designate one or more additional agencies where the
Securities of a series may be presented for payment, where the Securities of that series may be
presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to
Section 2.03 and where the Securities of that series may be presented for registration of transfer
as in this Indenture provided, and the Issuer may from time to time rescind any such designation,
as the Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the
agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice
of any such designation or rescission thereof.



     Section 3.03 Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to
avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section
6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of
Securities hereunder.



     Section 3.04 Paying Agents. Whenever the Issuer shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such paying agent to execute
and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the provisions of
this Section,



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



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



15









 





     (c) that at any time during the continuance of any such failure, upon the written request
of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying
agent.



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



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



     Anything in this Section to the contrary notwithstanding, but subject to Section 10.01, the
Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to
one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust for any such series by the Issuer or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein
contained.



     Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.



     Section 3.05 Written Statement to Trustee. So long as any Securities are Outstanding hereunder,
the Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year of the
Issuer ending after the date hereof, a written statement covering the previous fiscal year, signed
by its principal executive officer, its principal financial officer or its principal accounting
officer (which need not comply with Section 11.05), stating that in the course of the performance
of his or her duties as an officer of the Issuer he or she would normally have knowledge of any
default by the Issuer in the performance or fulfillment of any covenant, agreement or condition
contained in this Indenture, stating whether or not he or she has knowledge of any such default
and, if so, specifying each such default of which the signer has knowledge and the nature thereof.



ARTICLE IV

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE



     Section 4.01 Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders.
The Issuer covenants and agrees that it will furnish or cause to be furnished to the Trustee a list
in such form as the Trustee may reasonably require of the names and addresses of the Holders of the
Securities of each series pursuant to Section 312 of the Trust Indenture Act of 1939:



     (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 2.03 for non-interest bearing Securities in each year; and




16











 





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



     Section 4.02 Reports by the Issuer. The Issuer covenants to comply with Section
314(a) of the Trust Indenture Act insofar as it relates to information, documentations, and other
reports which the Issuer may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act. Delivery of reports, information and documents to the Trustee
hereunder 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 Issuer’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates or certificates delivered
pursuant to Section 3.05).



     Section 4.03 Reports by the Trustee. Any Trustee’s report required under Section
313(a) of the Trust Indenture Act of 1939 shall be transmitted within 60 days after May 15 in each
year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be
dated as of a date convenient to the Trustee but no more than 60 nor less than 45 days prior
thereto. The Trustee will comply with the provisions of Trust Indenture Act of 1939 Section
313(b)(2) to the extent applicable.



ARTICLE V

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT




     Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default.
“Event of Default”, with respect to Securities of any series wherever used herein, means each one
of the following events which shall have occurred and be continuing (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):



     (a) default in the payment of any interest on any of the Securities of such series as and when
the same shall become due and payable, and continuance of such default for a period of 30 days (or
such other period as may be established for the Securities of such series as contemplated by
Section 2.03) (unless the entire amount of such payment is deposited by the Issuer with the Trustee
or with any paying agent); or



     (b) default in the payment of principal of or premium on any of the Securities of such series
when due and payable (or such other period as may be established for the Securities of such series
as contemplated by Section 2.03); or



     (c) default in the performance or breach of any covenant or warranty of the Issuer (other than
a covenant or warranty that has been included in this Indenture solely for the benefit of a series
of Securities other than such series), which default continues uncured for a period of 90 days
after there has been given, by registered or certified mail, to the Issuer by the Trustee or



17









 







to the
Issuer and the Trustee by the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series affected thereby, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or



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



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



     (f) any other Event of Default provided for in such series of Securities.



     If an Event of Default described in clauses (a), (b), (c) or (f) occurs and is continuing,
then, and in each and every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the Holders of not less than 25%
in principal amount of the Securities of such series then Outstanding hereunder (each such series
voting as a separate class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series and the interest accrued thereon, if any, to
be due and payable immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default described in clause (d) or (e) occurs and is continuing,
then and in each and every such case, unless the principal of all the Securities shall have already
become due and payable, the entire principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms thereof) of all the
Securities then Outstanding and interest accrued thereon, if any, shall ipso facto become and be
due and payable immediately without any declaration or other act on the part of the Trustee or any
Holder.



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



18









 







(with interest upon such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as the rate of interest
or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series, (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and 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 except as a
result of negligence or bad faith, and if any and all Events of Default under the Indenture, other
than the non-payment of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein—then and in every such case
the Holders of a majority in aggregate principal amount of all the Securities of such series, each
series voting as a separate class (or of all the Securities, as the case may be, voting as a single
class), then Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series (or with respect to all the Securities, as the case may be)
and rescind and annul such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.



     For all purposes under this Indenture, if a portion of the principal of any Original Issue
Discount Securities shall have been accelerated and declared due and payable pursuant to the
provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal thereof as
shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.



     Section 5.02 Collection of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such interest shall have become
due and payable, and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable whether upon maturity of the
Securities of such series or upon any redemption or by declaration or otherwise—then, upon demand
of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities
of such series the whole amount that then shall have become due and payable on all Securities of
such series for principal 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
or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, 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 except as
a result of its negligence or bad faith.



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



     In case there shall be pending proceedings relative to the Issuer or any other obligor upon
the Securities under Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other obligor or its
property, or in case of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of the Issuer 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, shall be entitled and empowered, by intervention in such
proceedings or otherwise:




     (i) to file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of such series) owing and unpaid in
respect of the Securities of any series, and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim
for 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,
except as a result of negligence or bad faith) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of the Issuer or
such other obligor;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Holders of the Securities of any series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings; and




     (iii) 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
Securityholders to make payments to the Trustee, and, in the event that the Trustee shall
consent to the making of payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and each



20









 







predecessor trustee except as a result of negligence or bad faith and all other amounts due
to the Trustee or any predecessor trustee pursuant to Section 6.06.



     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 of any series, may be enforced by the Trustee without the possession of any of the
Securities of such series or the production thereof on 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
in respect of which such action was taken.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the Holders of the Securities in respect to which such
action was taken, and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings. The Trustee may, on behalf of the Holders, be a member of a creditors’ or
other similar committee.



     Section 5.03 Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article or property distributable in
respect of the Issuer’s obligations under this Indenture after an Event of Default in respect of
any series shall be applied in the following order at the date or dates fixed by the Trustee and,
in case of the distribution of such moneys on account of principal or interest, upon presentation
of the several Securities in respect of which monies have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:



     FIRST: To the payment of all amounts due to the Trustee or any predecessor trustee pursuant to
Section 6.06;



     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 has been collected by the Trustee) upon
the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) specified in such Securities, such payments to
be made ratably to the Persons entitled thereto, without discrimination or preference;



21









 





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



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



     Section 5.04 Suits for Enforcement. In case an Event of Default has occurred, has not
been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.



     Section 5.05 Restoration of Rights on Abandonment of Proceedings. In case the Trustee
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 Issuer and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders shall continue as though no such proceedings had been taken.



     Section 5.06 Limitations on Suits by Securityholders. No Holder of any Security of
any series shall have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under
or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than 25% 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 and
shall have offered to the Trustee such indemnity as it may require against the costs, expenses and
liabilities to be incurred therein and 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 no
direction inconsistent with such written request shall have been given to the Trustee pursuant to
Section 5.09; it being understood and intended, and being expressly



22









 







covenanted by the Holder of
every Security with every other Holder and the Trustee, that no one or more Holders of Securities
of any series shall have any right in any manner whatever by virtue or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other such Holder of
Securities, 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. For the
protection and enforcement of the provisions of this Section, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.



     Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits.
Notwithstanding any other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of and interest on such Security
on or after the respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, or for the enforcement of such
conversion right, shall not be impaired or affected without the consent of such Holder.



     Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.06, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders of Securities is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.



     No delay or omission of the Trustee or of any Holder of Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any
such right or power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.06, every power and remedy given by this Indenture
or by law to the Trustee or to the Holders of Securities may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of Securities.



     Section 5.09 Control by Holders of Securities. The Holders of a majority in aggregate
principal amount of the Securities of each series affected (with each series voting as a separate
class) at the time Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any right, 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 6.01) 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 its board of directors, the executive
committee, or a trust committee of directors or 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 so affected



23









 







not joining in the giving of said direction, it being
understood that (subject to Section 6.01) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.



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



     Section 5.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of
the maturity of the Securities of any series as provided in Section 5.01, 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 waive any past default or Event of
Default described in clause Section 5.01(c) or Section 5.01(f) of Section 5.01 (or, in the case of
an event specified in clause Section 5.01(c) or Section 5.01(f) of Section 5.01 which relates to
less than all series of Securities then Outstanding, the Holders of a majority in aggregate
principal amount of the Securities then
Outstanding affected thereby (each series voting as a separate class) may waive any such
default or Event of Default, or, in the case of an event specified in clause Section 5.01(c) or
Section 5.01(f) (if the Event of Default under clause Section 5.01(c) or Section 5.01(f) relates to
all series of Securities then Outstanding), Section 5.01(d) or Section 5.01(e) of Section 5.01 the
Holders of Securities of a majority in principal amount of all the Securities then Outstanding
(voting as one class) may waive any such default or Event of Default), and its consequences except
a default in respect of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Securities of such series 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.



     Section 5.11 Trustee to Give Notice of Default. The Trustee shall, within 90 days
after the occurrence of a default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee to all Holders of Securities of such
series in the manner and to the extent provided in Section 4.03, unless in each case such defaults
shall have been cured before the mailing or publication of such notice (the term “defaults” for the
purpose of this Section being hereby defined to mean any event or condition which is, or with
notice or lapse of time or both would become, an Event of Default); provided, that, except
in the case of default in the payment of the principal of or interest on any of the Securities of
such series, or in the payment of any sinking fund installment on such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee
in good faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.



24









 





     Section 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 by his or her acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Securityholder or group of Securityholders of any series holding in
the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in
the case of any suit relating to or arising under clause Section 5.01(c) or Section 5.01(f) of
Section 5.01 (if the suit relates to Securities of more than one but less than all series),
10% in aggregate principal amount of Securities then Outstanding and affected thereby, or in
the case of any suit relating to or arising under Section 5.01(c) or Section 5.01(f) (if the suit
under Section 5.01(c) or Section 5.01(f) relates to all the Securities then Outstanding), Section
5.01(d) or Section 5.01(e) of Section 5.01, 10% in aggregate principal amount of all Securities
then Outstanding, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of or interest on any Security on or after the due date expressed in such
Security or any date fixed for redemption or for the enforcement of a right to convert any Security
in accordance with the terms thereof.



ARTICLE VI

CONCERNING THE TRUSTEE




     Section 6.01 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 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 and no implied covenants or obligations shall be read into
this Indenture against the Trustee. In case an Event of Default with respect to the Securities of
a series has occurred (which has not been cured or waived), 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
his or her own affairs.



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



     Section 6.02 Certain Rights of the Trustee. In furtherance of and subject to the
Trust Indenture Act of 1939 and subject to Section 6.01:



25









 





     (a) 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;



     (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 5.09 relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any right, trust or power conferred upon the Trustee, under this Indenture;



     (d) the Trustee shall not be required to take notice or be deemed to have notice of any
default or Event of Default hereunder unless the Trustee shall be specifically notified in writing
of such default or Event of Default by the Issuer or by the Holders of at least 25% of the
aggregate principal amount of Securities then outstanding, at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;



     (e) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, 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;



     (f) any request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof 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 an assistant secretary of the Issuer;



     (g) the Trustee may consult with counsel and any advice or 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;



     (h) the Trustee shall be under no obligation to exercise any of the rights, 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;



     (i) 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;



26









 





     (j) prior to the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, security, or other paper or
document unless requested in writing so to do by the Holders of not less than a majority in
aggregate principal amount of the Securities of all series affected then Outstanding;
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 indemnity reasonably satisfactory to it against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall
be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the
Issuer upon demand;



     (k) 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;



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



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



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



     Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof. The recitals contained herein and in the Securities, except
the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and
the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Issuer of any of the Securities
or of the proceeds thereof. The Trustee shall have no responsibility or liability with respect to
any information, statement or recital in any offering memorandum, prospectus, prospectus



27









 







supplement
or other disclosure material prepared or distributed with respect to the issuance of any series of
the Securities.



     Section 6.04 Trustee and Agents May Hold Securities; Collections, Etc. The Trustee or
any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities with the same rights it would have if it were not the Trustee or
such agent and may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have if it were not
the Trustee or such agent. The Trustee is subject to Trust Indenture Act of 1939 Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act of 1939 Section 311(b). A
Trustee who has resigned or been removed shall be subject to Trust Indenture Act of 1939 Section
311(a) to the extent indicated therein.



     Section 6.05 Moneys Held by Trustee. Subject to the provisions of Section 10.04
hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be segregated from other funds
except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any moneys received by it
hereunder.



     Section 6.06 Compensation and Indemnification of Trustee and its Prior Claim. The
Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its negligence or willful
misconduct. The Issuer also covenants to indemnify the Trustee and each predecessor trustee for,
and to hold it harmless against, any loss, liability or expense incurred without negligence or
willful misconduct 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 of liability
in the premises. The obligations of the Issuer 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 expenses, disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated
to such senior claim. All indemnification and releases from liability granted herein to the
Trustee shall extend to its directors, officers, employees and agents. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in Section 5.01(d) or
Section 5.01(e), the expenses (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) and the compensation for the services are




28












 




intended to constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.




     Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc. Subject to
Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted
by it under the provisions of this Indenture upon the faith thereof.



     Section 6.08 Indentures Creating Potential Conflicting Interests for the Trustee.
There shall be excluded from the operation of the Trust Indenture Act of 1939 Section 310(b)(i) any
series of Securities under this Indenture or any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in the Trust Indenture Act of 1939
Section 310(b)(i) are met.



     Section 6.09 Persons Eligible for Appointment as Trustee. The Trustee for each series
of Securities hereunder shall at all times be a corporation having a combined capital and surplus
of at least $50,000,000 and shall be eligible in accordance with the provisions of Section 310(a)
of the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of a Federal, State or District of Columbia
supervising or examining authority, then, for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.



     Section 6.10 Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one
or more or all series of Securities by giving written notice of resignation to the Issuer and by
mailing notice of such resignation to the Holders of then Outstanding Securities of each series
affected at their addresses as they shall appear on the Security register. Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with
respect to the applicable series by written instrument in duplicate, executed by authority of the
Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and
one copy to the successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30 days after the mailing
of such notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.



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



29









 






     (i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written request
therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six months; or




     (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or




     (iii) the Trustee shall become incapable of acting with respect to any series of
Securities, or shall be adjudged 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 Issuer may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of Directors of
the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to Section 315(e) of the Trust Indenture Act
of 1939, 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 or herself 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.



     (c) The Holders of a majority in aggregate principal amount of the Securities of each series
at the time Outstanding may at any time remove the Trustee with respect to Securities of such
series and appoint a successor trustee with respect to the Securities of such series by delivering
to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.01 of the action in that regard taken by the Securityholders.



     (d) Any resignation or removal of the Trustee with respect to any series and any appointment
of a successor trustee with respect to such series pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.



     Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor trustee
appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its
predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any applicable series
shall become effective and such successor trustee, without any further act, deed or conveyance,
shall become vested with all rights, powers, duties and obligations with respect to such series of
its predecessor hereunder, with like effect as if originally named as trustee for such series
hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee,
upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section
10.04, 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



30









 




obligations. Upon request of any such successor trustee, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior
claim upon all property or funds held or collected by such trustee to secure any amounts then due
it pursuant to the provisions of Section 6.06.




     If a successor trustee is appointed with respect to the Securities of one or more (but not
all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of
any series as to which the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such trustees 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 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 310(a) of the Trust Indenture Act of 1939.



     Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the
Issuer shall mail notice thereof to the Holders of Securities of each series affected, by mailing
such notice to such Holders at their addresses as they shall appear on 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 Issuer 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 given at the expense of
the Issuer.



     Section 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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation
shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and
eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939, 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.



     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



31









 




such Securities either in the name of any predecessor hereunder or in the name of the
successor trustee; and in all such cases such certificate 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.




ARTICLE VII

CONCERNING THE SECURITYHOLDERS




     Section 7.01 Evidence of Action Taken by Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by a specified percentage in principal amount of the Securityholders of any or all
series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.



     Section 7.02 Proof of Execution of Instruments and of Holding of Securities. Subject
to Sections 6.01 and 6.02, the execution of any instrument by a Holder or his agent or proxy may be
proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be
proved by the Register or by a certificate of the registrar thereof. The Issuer may set a record
date for purposes of determining the identity of Holders of any series entitled to vote or consent
to any action referred to in Section 7.01, which record date may be set at any time or from time to
time by notice to the Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the proposed date of such
vote or consent, and thereafter, notwithstanding any other provisions hereof, only Holders of such
series of record on such record date shall be entitled to so vote or give such consent or revoke
such vote or consent. Notice of such record date may be given before or after any request for any
action referred to in Section 7.01 is made by the Issuer.



     Section 7.03 Holders to Be Treated as Owners. The Issuer, the Trustee and any agent
of the Issuer or the Trustee may deem and treat the Person in whose name any Security shall be
registered upon the Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of the principal of,
and, subject to the provisions of this Indenture, interest on, such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall
be affected by any notice to the contrary. All such payments so made to any such Person, or upon
his or her 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.



32









 





     Section 7.04 Securities Owned by Issuer Deemed Not Outstanding. In determining
whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or
all series have concurred in any direction, consent or waiver under this Indenture, Securities
which are owned by the Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on the Securities with
respect to which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent or waiver, only
Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer
or any other obligor on the Securities. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer to be
owned or held by or for the account of any of the above-described Persons; and, subject to Sections
6.01 and 6.02, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.



     Section 7.05 Right of Revocation of Action Taken. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by
the Holders of the percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke
such action so far as concerns such Security. Except as aforesaid, any such action taken by the
Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any notation in regard thereto is
made upon any such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee
and the Holders of all the Securities affected by such action.



ARTICLE VIII

SUPPLEMENTAL INDENTURES




     Section 8.01 Supplemental Indentures Without Consent of Securityholders. The Issuer
and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:



33









 





     (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 corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants, agreements and
obligations of the Issuer pursuant to Article 9;



     (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or
provisions as its Board of Directors and the Trustee shall consider to be for the protection of the
Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default
in any such additional covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit
the remedies available to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities of such series to waive such
an Event of Default;



     (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any
supplemental indenture which may be defective, mistaken or inconsistent with any other provision
contained herein or in any supplemental indenture, provided, that no such action shall
adversely affect the interests of the Holders of the Securities in any material respect; or to
conform this Indenture or any supplemental indenture to the description of the Securities set forth
in any prospectus or prospectus supplement related to such series of Securities;



     (e) to provide for or add guarantors for the Securities of one or more series;



     (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01
and 2.03;



     (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;



     (h) to make any change to the Securities of any series so long as no Securities of such series
are Outstanding;



     (i) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act of 1939;



     (j) to supplement any provisions contained herein or in any supplemental indenture to such
extent as will be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article 10; provided that no such action shall adversely affect the
interests of the Holders of the Securities in any material respect; and



34









 





     (k) to make any other change that is necessary or desirable; provided, that no such
change shall adversely affect the interests of the Holders of the Securities in any material
respect.



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



     Any supplemental indenture authorized by the provisions of this Section may be executed
without notice to or the consent of the Holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 8.02.



     Section 8.02 Supplemental Indentures With Consent of Securityholders. With the
consent (evidenced as provided in Article 7) of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (voting as one class), the Issuer and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series; provided, that no such supplemental indenture shall,
without the consent of the Holder of each Security so affected, (a) change the final maturity of
any Security, or reduce the principal amount (including any premium) thereof, or reduce the rate or
change the time of payment of interest thereon, or reduce any amount payable on redemption thereof,
or make the principal thereof (including any premium or any amount in respect of original issue
discount) or interest thereon payable in any currency other than that provided in the Securities or
in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or
alter the provisions of Section 11.11 or 11.12, or change the provisions relating to the waiver of
past defaults or impair or affect the right of any Securityholder to institute suit for the payment
or conversion thereof or, in the case of convertible or exchangeable Securities, materially and
adversely affect the right to convert or exchange the Securities in accordance with their terms or,
if the Securities provide therefor, any right of repayment at the option of the Securityholder, or
change the provisions for calculating the optional redemption price, including the definitions
relating thereto, or reduce the above-stated percentage of outstanding Securities of such series
the consent of whose Holders is necessary to modify or amend or to waive certain provisions of or
defaults under this Indenture, or waive a default in the payment of principal or interest on the
Securities (except a rescission of acceleration of the Securities by Holders of at least a majority
in aggregate principal amount of then outstanding Securities and a waiver of the payment default
that resulted from such acceleration), or adversely affect the rights of the Securityholder under
any mandatory redemption or repurchase provision or any right of redemption or repurchase at the
option of the Securityholder, or modify any of the provisions of this paragraph except to increase
any required percentage or to provide that certain other provisions cannot be modified or waived
without the consent of the Holder of each Security so affected; provided, that no consent
of any Holder of



35









 




any Security shall be necessary under this Section 8.02 to permit the Trustee and the Issuer
to execute supplemental indentures pursuant to Section 8.01(e) of this Indenture, or (b) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of which is required
for any such supplemental indenture.




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



     Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Issuer authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.01,
the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.



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



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



     Section 8.03 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 Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.



     Section 8.04 Documents to Be Given to Trustee. The Trustee, subject to the provisions
of Sections 6.01 and 6.02, may receive an Officer’s Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies
with the applicable provisions of this Indenture.



36









 





     Section 8.05 Notation on Securities in Respect of Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for
such series as to any matter provided for by such supplemental indenture or as to any action taken
by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series
so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series
then Outstanding.



ARTICLE IX

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 9.01 Issuer May Consolidate, Etc., on Certain Terms. The Issuer shall not
consolidate with or merge with any other Person or sell, convey, transfer or lease all or
substantially all of its assets to any Person, unless (a) the Person formed by such consolidation
or with which the Issuer is merged or the Person which acquires by conveyance or transfer, or which
leases, all or substantially all of the assets of the Issuer shall be (i) a corporation, limited
liability company, partnership or trust, (ii) shall be organized and validly existing under the
laws of the United States of America, any State thereof or the District of Columbia and (iii) shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium
and interest on all the Securities and the performance or observance of every covenant of this
Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory in form
to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Issuer)
formed by such consolidation or with which the Issuer shall have been merged or by the Person which
shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a
result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of
such transaction, no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and (c) the Issuer has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to such transaction have been
complied with.



     Notwithstanding the above, the Issuer may sell, assign, transfer, convey, lease or make other
disposition of assets solely between or among the Issuer and its U.S. Subsidiaries.



     Section 9.02 Successor Issuer Substituted. Upon any consolidation of the Issuer with,
or merger of the Issuer with, any other Person or any sale, conveyance, transfer or lease of all or
substantially all of the assets of the Issuer in accordance with Section 9.01, the successor Person
formed by such consolidation or with which the Issuer is merged or to which such sale, conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer under this Indenture with the same effect as if such successor Person had
been named as the Issuer herein, and thereafter, except in the case of a lease, the



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predecessor Person shall be relieved of all obligations and covenants under this Indenture and
the Securities.




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



ARTICLE X

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS




     Section 10.01 Satisfaction and Discharge of Indenture. (a) If at any time (i) the
Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of
any series Outstanding hereunder (other than Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the
same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.09) or (iii) in the case of any series of Securities the exact amount
(including the currency of payment) of principal of and interest due on which on the dates referred
to in clause (B) below can be determined at the time of making the deposit referred to in such
clause, (A) all the Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and (B) the Issuer shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 10.04) or, in the case of any series of Securities the payments on which may only be made
in Dollars, direct obligations of the United States of America, backed by its full faith and credit
(“U.S. Government Obligations”), maturing as to principal and interest in such amounts and at such
times as will insure the availability of cash sufficient (after payment of all federal, state and
local taxes and other charges and assessments in respect thereof payable by the Trustee) to pay on
any subsequent interest payment date all interest due on such interest payment date on the
Securities of such series and to pay at maturity or upon redemption all Securities of such series
(in each case other than any Securities of such series which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.09) 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 Issuer shall also pay or
cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee
pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except as to (1) rights of
registration of transfer, conversion and exchange of Securities of such series and the Issuer’s
right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen
Securities, (3) rights of Holders of Securities to receive payments of principal thereof and
interest thereon upon the original stated due dates therefor (but not upon acceleration) and
remaining rights of the Holders to receive mandatory sinking fund payments, if any, (4) the rights
(including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and
the Trustee’s obligations under Sections 10.02 and 10.04, (5) the rights of the




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Holders of Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer
under Section 3.02), and the Trustee, on demand of the Issuer accompanied by an Officer’s
Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense
of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging
this Indenture with respect to such series; provided, that the rights of Holders of the
Securities to receive amounts in respect of principal of and interest on the Securities held by
them shall not be delayed longer than required by then-applicable mandatory rules or policies of
any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection
with this Indenture or the Securities of such series.



     (b) Unless this Section 10.01(b) is specified as not being applicable to Securities of a
series as contemplated by Section 2.03, the Issuer may, at its option, terminate certain of its
obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series
if:




     (i) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for and dedicated solely to the benefit of the Holders of
Securities of such series, (i) money in the currency in which payment of the Securities of
such series is to be made in an amount, or (ii) U.S. Government Obligations with respect to
such series, maturing as to principal and interest at such times and in such amounts as will
ensure the availability of money in the currency in which payment of the Securities of such
series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the
opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of
independent public accountants, appraisal firm or investment bank expressed in a written
certification thereof delivered to the Trustee, to pay the principal of and interest on all
Securities of such series on each date that such principal or interest is due and payable
and (at the stated maturity date thereof or upon redemption as provided in Section 10.01(e))
to pay all other sums payable by it hereunder; provided that the Trustee shall have
been irrevocably instructed to apply such money and/or the proceeds of such U.S. Government
Obligations to the payment of said principal and interest with respect to the Securities of
such series as the same shall become due;




     (ii) the Issuer has delivered to the Trustee an Officer’s Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, and an Opinion of Counsel to the same
effect;




     (iii) no default or Event of Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit;




     (iv) the Issuer shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by
the United States Internal Revenue Service to the effect that the Holders will not



39









 






recognize
income, gain or loss for United States Federal income tax purposes as a result of the
Issuer’s exercise of its option under this Section 10.01(b) and will be subject to United
States Federal income tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised;




     (v) the Issuer has complied with any additional conditions specified pursuant to
Section 2.03 to be applicable to the discharge of Securities of such series pursuant to this
Section 10.01; and




     (vi) such deposit and discharge shall not cause the Trustee to have a conflicting
interest as defined in TIA Section 310(b).



     In such event, this Indenture shall cease to be of further effect (except as set forth in this
paragraph), and the Trustee, on demand of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge under this Indenture. However, the Issuer’s obligations
in Sections 2.08, 2.09, 3.01, 3.02, 3.04, 4.01, 6.06 and 6.10, the Trustee’s and Paying Agent’s
obligations in Section 10.04 and the rights, powers, protections and privileges accorded the
Trustee under Article 6 shall survive until all Securities of such series are no longer
outstanding. Thereafter, only the Issuer’s obligations in Section 6.06 and the Trustee’s and
Paying Agent’s obligations in Section 10.04 shall survive with respect to Securities of such
series.



     After such irrevocable deposit made pursuant to this Section 10.01(b) and satisfaction of the
other conditions set forth herein, the Trustee upon request shall acknowledge in writing the
discharge of the Issuer’s obligations under this Indenture with respect to the Securities of such
series except for those surviving obligations specified above.



     In order to have money available on a payment date to pay principal of or interest on the
Securities, the U.S. Government Obligations shall be payable as to principal or interest on or
before such payment date in such amounts as will provide the necessary money. U.S. Government
Obligations shall not be callable at the issuer’s option.



     (c) If the Issuer has previously complied or is concurrently complying with Section 10.01(b)
(other than any additional conditions specified pursuant to Section 2.03 that are expressly
applicable only to covenant defeasance) with respect to Securities of a series, then, unless this
Section 10.01(c) is specified as not being applicable to Securities of such series as contemplated
by Section 2.03, the Issuer may elect that its obligations to make payments with respect to
Securities of such series be discharged (“legal defeasance”), if:




     (i) no default or Event of Default under Section 5.01(d) and Section 5.01(e) hereof
shall have occurred at any time during the period ending on the 91st day after the date of
deposit contemplated by Section 10.01(b) (it being understood that this condition shall not
be deemed satisfied until the expiration of such period);




     (ii) unless otherwise specified with respect to Securities of such series as
contemplated by Section 2.03, the Issuer has delivered to the Trustee an Opinion of Counsel
from a nationally recognized counsel acceptable to the Trustee to the effect referred to in
Section 10.01(b)(4) with respect to such legal defeasance, which opinion is



40









 






based on (i) a
private letter ruling issued by the United States Internal Revenue Service addressed to the
Issuer, (ii) a published ruling of the United States Internal Revenue Service pertaining to
a comparable form of transaction or (iii) a change in the applicable United States Federal
income tax law (including regulations) after the date of this Indenture;




     (iii) the Issuer has complied with any other conditions specified pursuant to Section
2.03 to be applicable to the legal defeasance of Securities of such series pursuant to this
Section 10.01(c); and




     (iv) the Issuer has delivered to the Trustee an Issuer Order requesting such legal
defeasance of the Securities of such series and an Officer’s Certificate stating that all
conditions precedent with respect to such legal defeasance of the Securities of such series
have been complied with, together with an Opinion of Counsel to the same effect.



     In such event, the Issuer will be discharged from its obligations under this Indenture and the
Securities of such series to pay principal of and interest on and any additional amounts on the
Securities of any series in respect of any tax, assessment or governmental charge withheld or
deducted with respect to Securities of such series, the Issuer’s obligations under Sections 3.01
and 3.02 shall terminate with respect to such Securities, and the entire indebtedness of the Issuer
evidenced by such Securities shall be deemed paid and discharged.



     (d) If and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such series as contemplated
by Section 2.03, the Issuer may terminate any or all of its obligations under this Indenture with
respect to Securities of a series and any or all of its obligations under the Securities of such
series if it fulfills such other means of satisfaction and discharge as may be so specified, as
contemplated by Section 2.03, to be applicable to the Securities of such series.



     (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section
10.01 are to be redeemed prior to the stated maturity date of such Securities, whether pursuant to
any optional redemption provisions or in accordance with any mandatory or optional sinking fund
provisions, the terms of the applicable trust arrangement shall provide for such redemption, and
the Issuer shall make such arrangements as are reasonably satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.



     Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities. Subject to
Section 10.04, all moneys deposited with the Trustee (or other trustee) pursuant to Section 10.01
shall be held in trust and applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of the particular
Securities of such series for the payment or redemption of which such moneys have been deposited
with the Trustee, of all sums due and to become due thereon for principal and interest; but such
money need not be segregated from other funds except to the extent required by law.



     Section 10.03 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and
discharge of this Indenture with respect to Securities of any series, all moneys



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then held by any
paying agent under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.




     Section 10.04 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys
deposited with or paid to the Trustee or any paying agent for the payment of the principal of,
premium or interest on or additional amounts in respect of any Security of any series and not
applied but remaining unclaimed for two years after the date upon which such principal, premium,
interest or additional amount shall have become due and payable, shall, upon the written request of
the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying
agent, and the Holder of the Securities of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look
only to the Issuer for any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall thereupon cease;
provided, however, that the Trustee or such paying agent, before being required to
make any such repayment with respect to moneys deposited with it for any payment in respect of
Securities of any series, shall at the expense of the Issuer mail by first-class mail to Holders of
such Securities at their addresses as they shall appear on the Security register notice that such
moneys remain and that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.



     Section 10.05 Indemnity for U.S. Government Obligations. The Issuer shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 10.01 or the principal or interest received in respect of
such obligations.



ARTICLE XI

MISCELLANEOUS PROVISIONS




     Section 11.01 Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual
Liability. No recourse under or upon any obligation, covenant or agreement contained in this
Indenture or any supplemental indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against any past, present or
future stockholder, officer or director, as such, of the Issuer or of any successor, either
directly or through the Issuer or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue of the Securities.



     Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities.
Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties hereto and their successors and the
Holders of the Securities any legal or equitable right, remedy or claim under



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this Indenture or
under any covenant or provision herein contained, all such covenants and provisions being for
the sole benefit of the parties hereto and their successors and of the Holders of the Securities.




     Section 11.03 Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations,
promises and agreements contained in this Indenture by or on behalf of the Issuer shall bind its
successors and assigns, whether so expressed or not.



     Section 11.04 Notices and Demands on Issuer, Trustee and Holders of Securities. Any notice or
demand which by any provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being
delivered in person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid (except as otherwise specifically provided herein), addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to IDEX Corporation,
1925 West Field Court, Suite 200, Lake Forest, Illinois 60045-4284, Attention: Frank J. Notaro.
Any notice, direction, request or demand by the Issuer or any Holder of Securities to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all purposes, if delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by first-class mail,
postage prepaid, to the Corporate Trust Office.



     Where this Indenture provides for notice to Holders of Securities, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
firstclass postage prepaid, to each Holder entitled thereto, at his or her last address as it
appears in the Security register. In any case where notice to such Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Issuer when such notice is required to 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.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice of any event to Holders of Securities when said notice is required to
be given pursuant to any provision of this Indenture or of the Securities, 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. Neither the failure to give notice, nor any defect in any notice so given,
to any particular Holder of a Security shall affect the sufficiency of such notice with respect to
other Holders of Securities given as provided above.



     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.



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     Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein.
Upon any application or demand by the Issuer to the Trustee to take any action under any of the
provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



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



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



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



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



     Section 11.06 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest
on or principal of the Securities of any series or the date fixed for redemption or repayment of
any such Security, or the last day on which a Holder has the right to convert any Security, shall
not be a Business Day, then payment of interest or principal, or any conversion,



44









 





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 or on such last day for
conversion, and no interest shall accrue for the period after such date.




     Section 11.07 Conflict of any Provision of Indenture With Trust Indenture Act of 1939. If and to
the extent that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, such incorporated provision shall control.



     Section 11.08 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, except as may otherwise be required by mandatory provisions
of law.



     Section 11.09 Counterparts. This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but one and the same
instrument.



     Section 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.



     Section 11.11 Securities in a Foreign Currency. Unless otherwise specified in an Officer’s
Certificate delivered pursuant to Section 2.03 of this Indenture with respect to a particular
series of Securities, whenever for purposes of this Indenture any action may be taken by the
Holders of a specified percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a currency other than Dollars, then
the principal amount of Securities of such series which shall be deemed to be Outstanding for the
purpose of taking such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate. For purposes of this Section 11.11, “Market Exchange Rate”
shall mean the noon Dollar buying rate for that currency for cable transfers quoted in The City of
New York as certified for customs purposes by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such currency, the Trustee 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 The City of New York or in the country of issue of the currency in question, or such other
quotations as the Trustee shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a series denominated in a
currency other than Dollars in connection with any action taken by Holders of Securities pursuant
to the terms of this Indenture.



     All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Issuer and all Holders.



45









 





     Section 11.12 Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively
do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is
necessary
to convert the sum due in respect of the principal of or interest on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the New York Banking Day preceding that on which final unappealable
judgment is given and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action
for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or
legal holiday in The City of New York or a day on which banking institutions in The City of New
York are authorized or required by law or executive order to close.



     Section 11.13 Waiver of Jury Trial. EACH OF THE ISSUER, THE TRUSTEE, AND BY ITS ACCEPTANCE THEREOF,
EACH HOLDER OF A SECURITY, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR RELATING TO THIS
INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



ARTICLE XII

REDEMPTION OF SECURITIES AND SINKING FUNDS




     Section 12.01 Applicability of Article. The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any sinking fund for the
retirement of Securities of a series, except as otherwise specified, as contemplated by Section
2.03 for Securities of such series.



     Section 12.02 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 Issuer shall be
given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of
such series at their last addresses as they shall appear upon the Security register. Any notice
which is given in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice 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.



46









 





     The notice of redemption to each such Holder shall specify the principal amount of each
Security of such series held by such Holder to be redeemed, the date fixed for redemption, the
redemption price (or manner of calculation if not then known), any conditions precedent to the
effectiveness of the redemption, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, that such redemption is pursuant to the mandatory or
optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue and shall also specify, if
applicable, the conversion price then in effect and the date on which the right to convert such
Securities or the portions thereof to be redeemed will expire. In case any Security of a series is
to be redeemed in part only, 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, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.



     The election of the Issuer to redeem any Securities shall be set forth in an Officer’s
Certificate which states that such election has been duly authorized by all requisite corporate
action on the part of the Issuer delivered to the Trustee at least 30 days prior to the Redemption
Date fixed by the Issuer (unless a shorter notice 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, will be set forth in an Officer’s
Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the
Redemption Date. The notice of redemption of Securities of any series to be redeemed at the option
of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name
and at the expense of the Issuer.



     On or before the redemption date specified in the notice of redemption given as provided in
this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.04) an amount of money sufficient to redeem on the redemption date all the Securities of
such series so called for redemption (other than those theretofore surrendered for conversion into
Common Stock) at the appropriate redemption price, together with accrued interest to the date fixed
for redemption. If any Security called for redemption is converted pursuant hereto, any money
deposited with the Trustee or any paying agent or so segregated and held in trust for the
redemption of such Security shall be paid to the Issuer upon the Issuer’s request, or, if then held
by the Issuer, shall be discharged from such trust. The Issuer will deliver to the Trustee at
least 70 days prior to the date fixed for redemption (unless a shorter time period shall be
acceptable to the Trustee) an Officer’s Certificate (which need not comply with Section 11.05)
stating the aggregate principal amount of Securities to be redeemed. In case of a redemption at
the election of the Issuer prior to the expiration of any restriction on such redemption, the
Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders
pursuant to this Section, an Officer’s Certificate stating that such restriction has been complied
with.



     If less than all the Securities of a series are to be redeemed, Global Securities to be
redeemed will be selected by DTC in accordance with its standard procedures. If the Securities to
be redeemed are not Global Securities, 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. Securities may



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be redeemed in part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of
the
Securities of such series selected for redemption and, in the case of any Securities of such
series selected for partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the
redemption of Securities of any series shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is
to be redeemed. If any Security selected for partial redemption is surrendered for conversion
after such selection, the converted portion of such Security shall be deemed (so far as may be) to
be the portion selected for redemption. Upon any redemption of less than all the Securities, the
Issuer and the Trustee may treat as Outstanding Securities surrendered for conversion during the
period of 15 days next preceding the mailing of a notice of redemption, and need not treat as
Outstanding any Security authenticated and delivered during such period in exchange for the
unconverted portion of any Security converted in part during such period.




     Section 12.03 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 Issuer shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities or portions of Securities
so called for redemption shall cease to accrue, and, except as provided in Sections 6.05 and 10.04,
such Securities shall cease from and after the date fixed for redemption to be convertible into
Common Stock, if applicable, and to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price, together with interest accrued thereon to the date fixed for
redemption; provided, that payment of interest becoming due on or prior to the date fixed
for redemption shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof.



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



     Upon presentation of any Security redeemed in part only, the Issuer shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Issuer, a new Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented. The principal balance of any
Global Security may be adjusted on the Schedule of Increases or Decreases with respect to such
Global Security.



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     Section 12.04 Exclusion of Certain Securities from Eligibility for Selection For Redemption.
Securities shall be excluded from eligibility for selection for redemption if they are identified
by
registration and certificate number in an Officer’s Certificate delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be given as being owned of
record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an
entity specifically identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.



     Section 12.05 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any series is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms
of the Securities of any series is herein referred to as an “optional sinking fund payment”. The
date on which a sinking fund payment is to be made is herein referred to as the “sinking fund
payment date”.



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



     On or before the 60th day next preceding each sinking fund payment date for any series, the
Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements
required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be
satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series
and the basis for such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or cured) and are
continuing and (d) stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon
its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s



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Certificate and Securities specified in this paragraph, if any, shall not constitute a default but
shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with
respect to such series as provided in this Section.




     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a
lesser sum in Dollars or in any Foreign Currency if the Issuer shall so request) with respect to
the Securities of any particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking fund redemption
price together with accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no such
request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof
in any Foreign Currency) is available. The Trustee shall select, in the manner provided in Section
12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities
of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the
Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. Securities shall be excluded from eligibility for redemption under this
Section if they are identified by registration and certificate number in an Officer’s Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of
record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an
entity specifically identified in such Officer’s Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer. The Trustee, in the
name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing), shall cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03)
for the redemption of Securities of such series in part at the option of the Issuer. The amount of
any sinking fund payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series, shall be applied, together with other moneys, if necessary,
sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity. The Issuer’s obligation to make a mandatory or optional sinking fund
payment shall automatically be reduced by an amount equal to the sinking fund redemption price
allocable to any Securities or portions thereof called for redemption pursuant to the preceding
paragraph on any sinking fund payment date and converted into Common Stock; provided, that,
if the Trustee is not the conversion agent for the Securities, the Issuer or such conversion agent
shall give the Trustee written notice prior to the date fixed for redemption of the principal
amount of Securities or portions thereof so converted.



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



     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking
fund moneys or give any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of
any Event of Default except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time when any such
default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to have been collected
under Article 5 and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 5.10, or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to the redemption of such
Securities.



[Signature Page Follows]





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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
December 6, 2010.



	 	 	 	 	 
	 	



IDEX CORPORATION

 	 
	 	By:  	/s/ Frank J. Notaro
 	 
	 	 	Name:  	Frank J. Notaro 	 
	 	 	Title:  	Vice President – General Counsel 	 
	 
	 	



WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Gregory S. Clarke
 	 
	 	 	Name:  	Gregory S. Clarke 	 
	 	 	Title:  	Vice President