EX-4.4



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Exhibit 4.4




 

 









SUNTECH POWER HOLDINGS CO., LTD.


INDENTURE


Dated as of

March 4, 2009


 



Wilmington Trust Company, as Trustee



 

 






 









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SUNTECH POWER HOLDINGS CO., LTD.

Reconciliation and tie between Trust Indenture Act

of 1939 and the Indenture, dated as of March 4, 20091




	 	 	 	 	 	 	 
	 	 	Trust Indenture Act Section	 	Indenture
	 	 	 	 	 	 	Section
	 
	 	 	 	 	 	 
	Sec. 310
	 	 	(a	)(1)	 	12.04
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(2)	 	12.04
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(3)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(4)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(5)	 	12.04
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	12.04
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	N.A.
	 
	 	 	 	 	 	 
	Sec. 311
	 	 	(a	)	 	12.11
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	12.11
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	N.A.
	 
	 	 	 	 	 	 
	Sec. 312
	 	 	(a	)	 	11.03
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	12.10
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	N.A.
	 
	 	 	 	 	 	 
	Sec. 313
	 	 	(a	)	 	11.01
	 
	 	 	 	 	 	 
	 
	 	 	(b	)(1)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(b	)(2)	 	11.01,
12.01
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	11.01
	 
	 	 	 	 	 	 
	 
	 	 	(d	)	 	11.01
	 
	 	 	 	 	 	 
	Sec. 314
	 	 	(a	)	 	11.02,
17.05








 




			
	1 Note: 	 	This reconciliation and tie shall not be deemed
to be part of the indenture for any purpose.




 









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	 	 	Trust Indenture Act Section	 	Indenture
	 	 	 	 	 	 	Section
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(c	)(1)	 	17.01
	 
	 	 	 	 	 	 
	 
	 	 	(c	)(2)	 	17.01
	 
	 	 	 	 	 	 
	 
	 	 	(c	)(3)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(d	)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(e	)	 	17.01
	 
	 	 	 	 	 	 
	 
	 	 	(f	)	 	N.A.
	 
	 	 	 	 	 	 
	Sec. 315
	 	 	(a	)	 	12.02
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	12.03,
17.05
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	12.02
	 
	 	 	 	 	 	 
	 
	 	 	(d	)	 	12.02
	 
	 	 	 	 	 	 
	 
	 	 	(e	)	 	8.07
	 
	 	 	 	 	 	 
	Sec. 316
	 	 	(a)(last sentence)	 	1.01
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(1)(A)	 	8.06
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(1)(B)	 	8.06
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	8.07
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	3.08
	 
	 	 	 	 	 	 
	Sec. 317
	 	 	(a	)(1)	 	8.04
	 
	 	 	 	 	 	 
	 
	 	 	(a	)(2)	 	8.04
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	6.02
	 
	 	 	 	 	 	 
	Sec. 318
	 	 	(a	)	 	17.02
	 
	 	 	 	 	 	 
	 
	 	 	(b	)	 	N.A.
	 
	 	 	 	 	 	 
	 
	 	 	(c	)	 	17.02







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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I
DEFINITIONS
	 
	 	 	 	 	 	 
	Section 1.01

	 	Definitions
	 	 	1	 
	Section 1.02

	 	Incorporation by Reference of the Trust Indenture Act
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE II
FORMS OF SECURITIES
	 
	 	 	 	 	 	 
	Section 2.01

	 	Terms of the Securities
	 	 	8	 
	Section 2.02

	 	Form of Trustee’s Certificate of Authentication
	 	 	9	 
	Section 2.03

	 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE III
THE DEBT SECURITIES
	 
	 	 	 	 	 	 
	Section 3.01

	 	Amount Unlimited; Issuable in Series
	 	 	10	 
	Section 3.02

	 	Denominations
	 	 	13	 
	Section 3.03

	 	Execution, Authentication, Delivery and Dating
	 	 	13	 
	Section 3.04

	 	Temporary Securities
	 	 	15	 
	Section 3.05

	 	Registrar and Paying Agent
	 	 	15	 
	Section 3.06

	 	Transfer and Exchange
	 	 	17	 
	Section 3.07

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	20	 
	Section 3.08

	 	Payment of Interest; Interest Rights Preserved
	 	 	21	 
	Section 3.09

	 	Cancellation
	 	 	22	 
	Section 3.10

	 	Computation of Interest
	 	 	23	 
	Section 3.11

	 	Currency of Payments in Respect of Securities
	 	 	23	 
	Section 3.12

	 	Judgments
	 	 	23	 
	Section 3.13

	 	CUSIP Numbers
	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE IV
REDEMPTION OF SECURITIES
	 
	 	 	 	 	 	 
	Section 4.01

	 	Applicability of Right of Redemption
	 	 	24	 
	Section 4.02

	 	Selection of Securities to be Redeemed
	 	 	24	 
	Section 4.03

	 	Notice of Redemption
	 	 	25	 
	Section 4.04

	 	Deposit of Redemption Price
	 	 	26	 
	Section 4.05

	 	Securities Payable on Redemption Date
	 	 	26	 
	Section 4.06

	 	Securities Redeemed in Part
	 	 	26	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE V
SINKING FUNDS
	 
	 	 	 	 	 	 
	Section 5.01

	 	Applicability of Sinking Fund
	 	 	27	 
	Section 5.02

	 	Mandatory Sinking Fund Obligation
	 	 	27	 
	Section 5.03

	 	Optional Redemption at Sinking Fund Redemption Price
	 	 	27	 
	Section 5.04

	 	Application of Sinking Fund Payment
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VI
PARTICULAR COVENANTS OF THE COMPANY
	 
	 	 	 	 	 	 
	Section 6.01

	 	Payments of Securities
	 	 	29	 
	Section 6.02

	 	To Hold Payment in Trust
	 	 	29	 
	Section 6.03

	 	Conditional Waiver by Holders of Securities
	 	 	30	 
	Section 6.04

	 	Statement by Officers as to Default
	 	 	31	 
	Section 6.05

	 	Compliance Certificate
	 	 	31	 
	Section 6.06

	 	Stay, Extension and Usury Laws
	 	 	31	 
	Section 6.07

	 	Corporate Existence
	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE VII
MERGER, CONSOLIDATION AND SALE OF ASSETS
	 
	 	 	 	 	 	 
	ARTICLE VIII
REMEDIES OF TRUSTEE AND SECURITYHOLDERS
	 
	 	 	 	 	 	 
	Section 8.01

	 	Events of Default
	 	 	32	 
	Section 8.02

	 	Acceleration; Rescission and Annulment
	 	 	34	 
	Section 8.03

	 	Other Remedies
	 	 	36	 
	Section 8.04

	 	Trustee as Attorney-in-Fact
	 	 	36	 
	Section 8.05

	 	Priorities
	 	 	37	 
	Section 8.06

	 	Control by Securityholders; Waiver of Past Defaults
	 	 	38	 
	Section 8.07

	 	Limitation on Suits
	 	 	38	 
	Section 8.08

	 	Undertaking for Costs
	 	 	39	 
	Section 8.09

	 	Remedies Cumulative
	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE IX
CONCERNING THE SECURITYHOLDERS
	 
	 	 	 	 	 	 
	Section 9.01

	 	Evidence of Action of Securityholders
	 	 	40	 
	Section 9.02

	 	Proof of Execution or Holding of Securities
	 	 	40	 
	Section 9.03

	 	Persons Deemed Owners
	 	 	41	 
	Section 9.04

	 	Effect of Consents
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE X
SECURITYHOLDERS’ MEETINGS
	 
	 	 	 	 	 	 
	Section 10.01

	 	Purposes of Meetings
	 	 	41	 
	Section 10.02

	 	Call of Meetings by Trustee
	 	 	42	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 10.03

	 	Call of Meetings by Company or Securityholders
	 	 	42	 
	Section 10.04

	 	Qualifications for Voting
	 	 	42	 
	Section 10.05

	 	Regulation of Meetings
	 	 	42	 
	Section 10.06

	 	Voting
	 	 	43	 
	Section 10.07

	 	No Delay of Rights by Meeting
	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE XI
REPORTS BY THE COMPANY AND THE TRUSTEE

AND SECURITYHOLDERS’ LISTS
	 
	 	 	 	 	 	 
	Section 11.01

	 	Reports by Trustee
	 	 	44	 
	Section 11.02

	 	Reports by the Company
	 	 	44	 
	Section 11.03

	 	Securityholders’ Lists
	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE XII
CONCERNING THE TRUSTEE
	 
	 	 	 	 	 	 
	Section 12.01

	 	Rights of Trustees; Compensation and Indemnity
	 	 	45	 
	Section 12.02

	 	Duties of Trustee
	 	 	48	 
	Section 12.03

	 	Notice of Defaults
	 	 	49	 
	Section 12.04

	 	Eligibility; Disqualification
	 	 	49	 
	Section 12.05

	 	Registration and Notice; Removal
	 	 	50	 
	Section 12.06

	 	Successor Trustee by Appointment
	 	 	51	 
	Section 12.07

	 	Successor Trustee by Merger
	 	 	52	 
	Section 12.08

	 	Right to Rely on Officer’s Certificate or Opinion of Counsel
	 	 	53	 
	Section 12.09

	 	Appointment of Authenticating Agent
	 	 	53	 
	Section 12.10

	 	Communications by Securityholders with Other Securityholders
	 	 	54	 
	Section 12.11

	 	Preferential Collection of Claims Against the Company
	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE XIII
SATISFACTION AND DISCHARGE; DEFEASANCE
	 
	 	 	 	 	 	 
	Section 13.01

	 	Applicability of Article
	 	 	54	 
	Section 13.02

	 	Satisfaction and Discharge of Indenture
	 	 	54	 
	Section 13.03

	 	Defeasance upon Deposit of Moneys or U.S. Government Obligations
	 	 	56	 
	Section 13.04

	 	Repayment to Company
	 	 	57	 
	Section 13.05

	 	Indemnity for U.S. Government Obligations
	 	 	57	 
	Section 13.06

	 	Deposits to Be Held in Escrow
	 	 	57	 
	Section 13.07

	 	Application of Trust Money
	 	 	58	 
	Section 13.08

	 	Deposits of Non-U.S. Currencies
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE XIV
IMMUNITY OF CERTAIN PERSONS
	 
	 	 	 	 	 	 
	Section 14.01

	 	No Personal Liability
	 	 	58	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE XV
SUPPLEMENTAL INDENTURES
	 
	 	 	 	 	 	 
	Section 15.01

	 	Without Consent of Securityholders
	 	 	59	 
	Section 15.02

	 	With Consent of Securityholders; Limitations
	 	 	61	 
	Section 15.03

	 	Trustee Protected
	 	 	62	 
	Section 15.04

	 	Effect of Execution of Supplemental Indenture
	 	 	63	 
	Section 15.05

	 	Notation on or Exchange of Securities
	 	 	63	 
	Section 15.06

	 	Conformity with TIA
	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE XVI
SUBORDINATION OF SECURITIES
	 
	 	 	 	 	 	 
	Section 16.01

	 	Agreement to Subordinate
	 	 	63	 
	Section 16.02

	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities
	 	 	64	 
	Section 16.03

	 	No Payment on Securities in Event of Default on Senior Indebtedness
	 	 	65	 
	Section 16.04

	 	Payments on Securities Permitted
	 	 	66	 
	Section 16.05

	 	Authorization of Securityholders to Trustee to Effect Subordination
	 	 	66	 
	Section 16.06

	 	Notices to Trustee
	 	 	66	 
	Section 16.07

	 	Trustee as Holder of Senior Indebtedness
	 	 	67	 
	Section 16.08

	 	Modifications of Terms of Senior Indebtedness
	 	 	67	 
	Section 16.09

	 	Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	67	 
	Section 16.10

	 	Satisfaction and Discharge; Defeasance and Covenant Defeasance
	 	 	67	 
	 
	 	 	 	 	 	 
	ARTICLE XVII
MISCELLANEOUS PROVISIONS
	 
	 	 	 	 	 	 
	Section 17.01

	 	Certificates and Opinions as to Conditions Precedent
	 	 	68	 
	Section 17.02

	 	Trust Indenture Act Controls
	 	 	69	 
	Section 17.03

	 	What Constitutes Action by Board of Directors
	 	 	69	 
	Section 17.04

	 	Notices to the Company and Trustee
	 	 	69	 
	Section 17.05

	 	Notices to Securityholders; Waiver
	 	 	70	 
	Section 17.06

	 	Legal Holiday
	 	 	70	 
	Section 17.07

	 	Effects of Headings and Table of Contents
	 	 	70	 
	Section 17.08

	 	Successors and Assigns
	 	 	70	 
	Section 17.09

	 	Separability Clause
	 	 	70	 
	Section 17.10

	 	Benefits of Indenture
	 	 	71	 
	Section 17.11

	 	Counterparts Originals
	 	 	71	 
	Section 17.12

	 	Governing Law
	 	 	71	 
	Section 17.13

	 	Force Majeure
	 	 	71	 
	Section 17.14

	 	Waiver of Jury Trial
	 	 	71	 












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     INDENTURE dated as of March 4, 2009, between Suntech Power Holdings Co., Ltd., a Cayman
Islands company, and Wilmington Trust Company, as trustee.



     WITNESSETH:



     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness
(the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one
or more series as provided in this Indenture; and



     WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of
the Company, in accordance with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     That, in consideration of the premises and the purchase of the Securities by the holders
thereof for the equal and proportionate benefit of all of the present and future holders of the
Securities, each party agrees and covenants as follows:







ARTICLE I




DEFINITIONS




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



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



     (b) 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; and



     (c) references to “Article” or “Section” or other subdivision herein are references to an
Article, Section or other subdivision of the Indenture, unless the context otherwise requires.







     Section 1.01 Definitions.



     (a) Unless otherwise defined in this Indenture or the context otherwise requires, all terms
used herein shall have the meanings assigned to them in the Trust Indenture Act.



     (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b) shall for
all purposes of this Indenture have the meanings hereinafter set forth, the following definitions
to be equally applicable to both the singular and the plural forms of any of the terms herein
defined:



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified



 









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Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” has the meaning assigned to it in Section 12.09.



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



     “Business Day” means, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to remain closed.



     “Capital Stock” means:



          (a) in the case of a corporation, corporate stock;



          (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;



          (c) in the case of a partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and



          (d) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from
all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt
securities include any right of participation with Capital Stock.



     “Code” means the Internal Revenue Code of 1986 as in effect on the date hereof.



     “Company” means Suntech Power Holdings Co., Ltd., a Cayman Islands company, and shall also
include its successors and assigns.



     “Company Order” or “Company Request” means, respectively, a written order or request signed in
the name of the Company by the Chairman of the Board of Directors or any of the Company’s Chief
Executive Officer or Chief Financial Officer, and delivered to the Trustee.



     “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date hereof is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, or such other address as the Trustee may designate from time to time by written notice to
the holders and the Company, or the principal corporate trust officer of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by written notice to
the holders and the Company).



     “Currency” means U.S. Dollars or Foreign Currency.



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     “Default” has the meaning assigned to it in Section 12.03.



     “Defaulted Interest” has the meaning assigned to it in Section 3.08(b).



     “Depositary” means, with respect to the Securities of any series issuable in whole or in part
in the form of one or more Global Securities, the Person designated as Depositary by the Company
pursuant to Section 3.01 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 Securities of that series.



     “Designated Currency” has the meaning assigned to it in Section 3.12.



     “Discharged” has the meaning assigned to it in Section 13.03.



     “Event of Default” has the meaning specified in Section 8.01.



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.



     “Exchange Rate” shall have the meaning assigned to it in Section 8.01.



     “Floating Rate Security” means a Security that provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index specified pursuant to
Section 3.01.



     “Foreign Currency” means a currency issued by the government of any country other than the
United States or a composite currency, the value of which is determined by reference to the values
of the currencies of any group of countries.



     “GAAP” means, with respect to any computation required or permitted hereunder, generally
accepted accounting principles in effect in the United States of America which are applicable at
the date of such computation and which are consistently applied for all applicable periods.



     “Global Security” means any Registered Security evidencing all or part of a series of
Securities, issued in fully-registered certificated form to the Depositary for such
series in accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).



     “holder” and “holder of Securities” are defined under “Securityholder or holder of Securities
or holder or registered holder.”



     “Indebtedness” means any and all obligations of a Person for money borrowed which, in
accordance with GAAP, would be reflected on the balance sheet of such Person as a liability on the
date as of which Indebtedness is to be determined.



     “Indenture” means this instrument and all indentures supplemental hereto.



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



     “Mandatory Sinking Fund Payment” has the meaning assigned to it in Section 5.01(b).



     “Maturity” means, with respect to any Security, the date on which the principal of such
Security shall become due and payable as therein and herein provided, whether by declaration, call
for redemption or otherwise.



     “Members” has the meaning assigned to it in Section 3.03(i).



     “Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors
or either the Company’s Chief Executive Officer or Chief Financial Officer and delivered to the
Trustee.



     “Opinion of Counsel” means a written opinion from legal counsel to the Company. The counsel
may be an employee of the Company.



     “Optional Sinking Fund Payment” has the meaning assigned to it in Section 5.01(b).



     “Original Issue Discount Security” means any Security that is issued with “original issue
discount” within the meaning of Section 1273(a) of the Code and the regulations thereunder and any
other Security designated by the Company as issued with original issue discount for United States
federal income tax purposes.



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




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




     (ii) Securities or portions thereof for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the holders of
such Securities or from its obligations with respect to which the Company shall have been
Discharged; provided, however, that if such Securities or portions thereof are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; and




     (iii) Securities that have been paid pursuant to Section 3.07(b) or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected purchaser in whose hands such Securities are valid obligations of the Company;




provided, however, that in determining whether the holders of the requisite principal
amount of Securities Outstanding have performed any action hereunder, Securities owned



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by
the Company or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such action, only
Securities that a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Securities so owned that 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 to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.
In determining whether the holders of the requisite principal amount of Outstanding
Securities have performed any action hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purpose 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 8.02 and the principal amount of a Security denominated in a Foreign Currency that
shall be deemed to be Outstanding for such purpose shall be the amount calculated pursuant
to Section 3.11(b).



     “Paying Agent” has the meaning assigned to it in Section 3.05(a)(ii).



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



     “Place of Payment” means, when used with respect to the Securities of any series, the place or
places where the principal of and premium, if any, and interest on the Securities of that series
are payable as specified pursuant to Section 3.01.



     “Predecessor Security” means, with respect to any Security, every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security, and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.07 in lieu of
a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.



     “Record Date” means, with respect to any interest payable on any Registered Security on any
Interest Payment Date, the close of business on the date specified in such Registered Security for
the payment of interest pursuant to Section 3.01.



     “Redemption Date” shall mean, when used with respect to any Security to be redeemed, in whole
or in part, the date fixed for such redemption by or pursuant to this Indenture and the terms of
such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant
to Section 3.01, shall be an Interest Payment Date only.



     “Redemption Price” shall mean, in the case of an Original Issue Discount Security, the amount
of the principal and interest that would be due and payable as of the Redemption Date upon a
declaration of acceleration of the Maturity thereof pursuant to Section 8.02 and, in the case of
any other Security, the principal amount thereof, plus, in each case, premium, if any, and accrued
and unpaid interest, if any, to the Redemption Date.




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     “Register” shall have the meaning assigned to it in Section 3.05(a).



     “Registrar” shall have the meaning assigned to it in Section 3.05(a).



     “registered holder” is defined under “Securityholder or holder of Securities or holder or
registered holder.”



     “Registered Security” shall mean any Security registered as to principal and interest in the
Register.



     “Responsible Officers” of the Trustee hereunder shall mean any vice president, any assistant
vice president, any assistant secretary, any assistant treasurer, any trust officer, any assistant
trust officer or any other officer associated with the corporate trust department of the Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person’s knowledge of and familiarity with the particular
subject and, in the case of any such officer, who shall have direct responsibility for the
administration of this Indenture.



     “SEC” shall mean the U.S. Securities and Exchange Commission.



     “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.



     “Security” or “Securities” have the meaning stated in the recitals and more particularly mean
one or more of the Securities duly authenticated by the Trustee and delivered pursuant to the
provisions of this Indenture.



     “Security Custodian” means the custodian with respect to any Global Security appointed by the
Depositary, or any successor Person thereto, and shall initially be the Trustee.



     “Securityholder” or “holder of Securities” or “holder” or “registered holder,” with respect to
a Registered Security, means the Person in whose name such Securities shall be registered in the
Register kept for that purpose hereunder.



     “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x)
Indebtedness of the Company, whether outstanding on the date hereof or thereafter created,
incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness of the Company
which, when incurred and without respect to any election under Section 1111(b) of the Federal
Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of
its Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes, (e)
Trade Payables, unless the instrument creating or evidencing the same or pursuant to which the same
is outstanding provides that such Indebtedness is not senior or prior in right of payment to the
Securities and (f) any Indebtedness of the Company which is expressly subordinate in right of
payment to any other Indebtedness of the Company, and (y) renewals, extensions, modifications and
refundings of any such Indebtedness. For purposes of the foregoing and the definition of “Senior Indebtedness,” the phrase
“subordinated in right of payment” means debt subordination only and not lien subordination, and
accordingly, (i)



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unsecured indebtedness shall not be deemed to be subordinated in right of payment
to secured indebtedness merely by virtue of the fact that it is unsecured, and (ii) junior liens,
second liens and other contractual arrangements that provide for priorities among holders of the
same or different issues of indebtedness with respect to any collateral or the proceeds of
collateral shall not constitute subordination in right of payment. This definition may be modified
or superseded by a supplemental indenture.



     “Significant Subsidiary” means (i) any direct or indirect Subsidiary of the Company that would
be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any
group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act, as such regulation is in effect on the date hereof.



     “Special Record Date” has the meaning assigned to it in Section 3.08(b)(i).



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



     “Subsidiary” means, when used with respect to any Person, any corporation or other entity of
which a majority of (a) the voting power of the voting equity securities or (b) in the case of a
partnership or any other entity other than a corporation, the outstanding equity interests of which
are owned, directly or indirectly, by such Person. For the purposes of this definition, “voting
equity securities” means equity securities having voting power for the election of directors,
whether at all times or only so long as no senior class of securities has such voting power by
reason of any contingency.



     “Successor Company” has the meaning assigned to it in Section 3.06(i).



     “Trade Payables” means accounts payable or any other Indebtedness or monetary obligations to
trade creditors created or assumed by the Company or any Subsidiary of the Company in the ordinary
course of business in connection with the obtaining of materials or services.



     “Trust Indenture Act” or “TIA” means the U.S. Trust Indenture Act of 1939, as amended, and the
rules and regulation thereunder as in effect on the date on this Indenture or any supplemental
indenture, except to the extent that the Trust Indenture Act or any amendment thereto expressly
provides for application of the Trust Indenture Act as in effect on another date.



     “Trustee” means Wilmington Trust Company and any permitted successor trustee, and if at any
time there is more than one such trustee, “Trustee” as used with
respect to the Securities of any series shall mean the trustee with respect to Securities of
that series.



     “U.S. Dollars” means such currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts.



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     “U.S. Government Obligations” has the meaning assigned to it in Section 13.03.



     “United States” means the United States of America (including the states and the District of
Columbia), its territories and its possessions and other areas subject to its jurisdiction.



     “Wholly Owned Subsidiary” means a Subsidiary of the Company, all the Capital Stock of which
(other than directors’ qualifying shares) is owned by the Company or another Wholly Owned
Subsidiary.







     Section 1.02 Incorporation by Reference of the Trust Indenture Act.



     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and hereby made a part of this Indenture.



     The following Trust Indenture Act terms have the following meanings:



     “Commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture security holder” means a Securityholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Company and any successor obligor upon the
Securities.



     All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
the Trust Indenture Act by reference to another statute or defined by SEC rule under the Trust
Indenture Act and not otherwise defined herein are used herein as so defined.







ARTICLE II

FORMS OF SECURITIES








     Section 2.01 Terms of the Securities.



     (a) The Securities of each series shall be substantially in the form set forth in a Company
Order or in one or more indentures supplemental hereto, and shall have such appropriate insertions,
omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange on which any series of the Securities may be listed
or of any automated quotation system on which any such series may be quoted, or to conform to



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usage, all as determined by the officers executing such Securities as conclusively evidenced by
their execution of such Securities.



     (b) The terms and provisions of the Securities shall constitute, and are hereby expressly
made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture expressly agree to such terms and provisions and to
be bound thereby.







     Section 2.02 Form of Trustee’s Certificate of Authentication.



     (a) Only such of the Securities as shall bear thereon a certificate substantially in the form
of the Trustee’s certificate of authentication hereinafter recited, executed by the Trustee by
manual or facsimile signature, shall be valid or become obligatory for any purpose or entitle the
holder thereof to any right or benefit under this Indenture, and the certificate of authentication
by the Trustee upon any such Security executed on behalf of the Company as aforesaid shall be
conclusive evidence that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder thereof is entitled to the benefits of this Indenture.



     (b) Each Security shall be dated the date of its authentication, except that any Global
Security shall be dated as of the date specified as contemplated in Section 3.01.



     (c) The form of the Trustee’s certificate of authentication to be borne by the Securities
shall be substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	          Dated: 	Wilmington Trust Company,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 








     Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating
Agent. If at any time there shall be an Authenticating Agent appointed with respect to any
series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent
to be borne by Securities of each such series shall be substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



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	          Dated: 	Wilmington Trust Company,

as Trustee

 	 
	 	By  	 	 
	 	As Authenticating Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 







ARTICLE III

THE DEBT SECURITIES









     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited. The
Securities may be issued in one or more series. There shall be set forth in a Company Order or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series:




     (a) the title of the Securities of the series (which shall distinguish the Securities
of such series from the Securities of all other series, except to the extent that
additional Securities of an existing series are being issued);




     (b) 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 transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 3.04, 3.06, 3.07, 4.06, or 15.05);




     (c) the dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of and premium,
if any, on the Securities of such series are or may be payable or the method by which such
date or dates shall be determined or extended;




     (d) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or dates from
which such interest shall accrue, or the method by which such date or dates shall be
determined, the Interest Payment Dates on which any such interest shall be payable, and, in
the case of Registered Securities, the Record Dates for the determination of holders to
whom interest is payable on such
Interest Payment Dates or the method by which such date or dates shall be determined,
the right, if any, to extend or defer interest payments and the duration of such extension
or deferral;




     (e) if other than U.S. Dollars, the Currency in which Securities of the series shall
be denominated or in which payment of the principal of, premium, if any, or interest



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on the
Securities of the series shall be payable and any other terms concerning such payment;




     (f) if the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula or other
method including, but not limited to, an index based on a Currency or Currencies other than
that in which the Securities are stated to be payable, the manner in which such amounts
shall be determined;




     (g) if the principal of, premium, if any, or interest on Securities of the series are
to be payable, at the election of the Company or a holder thereof, in a Currency other than
that in which the Securities are denominated or stated to be payable without such election,
the period or periods within which, and the terms and conditions upon which, such election
may be made and the time and the manner of determining the exchange rate between the
Currency in which the Securities are denominated or payable without such election and the
Currency in which the Securities are to be paid if such election is made;




     (h) the place or places, if any, in addition to or instead of the Corporate Trust
Office of the Trustee where the principal of, premium, if any, and interest on Securities
of the series shall be payable, and where Securities of any series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, if a different
location, and the place or places where notices and demands to or upon the Company in
respect of the Securities of such series may be made;




     (i) the price or prices at which, the period or periods within which, or the date or
dates on which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is to have that
option;




     (j) the obligation or right, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund. amortization or analogous provisions
or at the option of a holder thereof and the price or prices at which, the period or
periods within which or the date or dates on which, the Currency or Currencies in which and
the terms and conditions upon which Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;




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




     (l) if other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 8.02;




     (m) whether the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be issued;



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     (n) provisions, if any, for the defeasance of Securities of the series in whole or in
part and any addition or change in the provisions related to satisfaction and discharge;




     (o) whether the Securities of the series are to be issued in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary for such Global
Security or Securities and the terms and conditions, if any, upon which interests in such
Global Security or Securities may be exchanged in whole or in part for the individual
Securities represented thereby;




     (p) the date as of which any Global Security of the series shall be dated if other
than the original issuance of the first Security of the series to be issued;




     (q) the form of the Securities of the series;




     (r) if the Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and conditions upon
which such Securities will be so convertible or exchangeable, and any additions or changes,
if any, to permit or facilitate such conversion or exchange;




     (s) whether the Securities of such series are subject to subordination and the terms
of such subordination;




     (t) any restriction or condition on the transferability of the Securities of such
series;




     (u) any addition or change in the provisions related to compensation and reimbursement
of the Trustee which applies to Securities of such series;




     (v) any addition or change in the provisions related to supplemental indentures set
forth in Sections 15.04 and 15.02 which applies to Securities of such series;




     (w) provisions, if any, granting special rights to holders upon the occurrence of
specified events;




     (x) any addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the
requisite holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 8.02 and any addition or change in the provisions set forth in
Article VII which applies to Securities of the series;




     (y) any addition to or change in the covenants set forth in Article VI which apply to
Securities of the series;




     (z) the provisions, if any, relating to any security or guarantee provided for the
Securities of such series; and



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     (aa) any other terms of the Securities of the series, or any provisions of this
Indenture that shall not apply to such Securities or shall apply as modified by the terms
of such Company Order or supplemental indenture.



     Terms of any series of Securities established pursuant to this Section 3.01 shall not be
inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture.
All Securities of any one series shall be substantially identical, except as to denomination and
except as may otherwise be provided by or pursuant to such Company Order, or in any such indenture
supplemental hereto.







     Section 3.02 Denominations. In the absence of any specification pursuant to Section
3.01 with respect to Securities of any series, the Securities of such series shall be issuable only
as Registered Securities in denominations of any integral multiple of $1,000, and shall be payable
only in U.S. Dollars.







     Section 3.03 Execution, Authentication, Delivery and Dating.



     (a) The Securities shall be executed in the name and on behalf of the Company by the manual or
facsimile signature of the Chairman of the Board of Directors or either the Company’s Chief
Executive Officer or Chief Financial Officer. If the Person whose signature is on a Security no
longer holds that office at the time the Security is authenticated and delivered, the Security
shall nevertheless be valid.



     (b) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities. The Trustee shall thereupon authenticate and deliver such Securities without any
further action by the Company. The Company Order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be authenticated.



     (c) In authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee shall receive and,
subject to Section 12.02, shall be fully protected in relying upon an Officer’s Certificate and an
Opinion of Counsel, prepared in accordance with Section 17.01 stating that the conditions
precedent, if any, provided for in the Indenture have been complied with.



     (d) The Trustee shall have the right to decline to authenticate and deliver the Securities
under this Section if the issue of the Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.



     (e) Each Security shall be dated the date of its authentication, except as otherwise provided
pursuant to Section 3.01 with respect to the Securities of such series.



     (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the
Securities of any series are not to be originally issued at the same time, then the documents
required to be delivered pursuant to this Section 3.03, other than a Company Order pursuant to
Section 3.03(b), must be delivered only once prior to the authentication and delivery of the first



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Security of such series; provided, however, that any subsequent request by the Company to the
Trustee to authenticate Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that, as of the date of such request, the statements
made in any Officer’s Certificate delivered pursuant to this Section 3.03 shall be true and correct
as if made on such date.



     (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series
are to be issued in whole or in part in the form of one or more Global Securities, then the Company
shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver one
or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate
principal amount of the Outstanding Securities of such series to be represented by such Global
Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a
legend substantially to the following effect:




“UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A 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.”



     The aggregate principal amount of each Global Security may from time to time be increased or
decreased by adjustments made on the records of the Security Custodian, as provided in this
Indenture.



     (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered
form must, at the time of its designation and at all times while it serves as such Depositary, be a
clearing agency registered under the Exchange Act and any other applicable statute or regulation.



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




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     The Company initially appoints The Depositary Trust Company to act as Depositary with respect
to the Securities.



     (j) No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in one of the forms provided for herein duly executed by the Trustee or by an
Authenticating Agent by manual or facsimile signature of one of its Responsible Officers, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture.







     Section 3.04 Temporary Securities.



     (a) Pending the preparation of definitive Securities of any series, the Company may execute,
and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, temporary
Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in
any authorized denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Any such temporary Security may be in
global form, representing all or a portion of the Outstanding Securities of such series. Every such
temporary Security shall be executed by the Company and shall be authenticated and delivered by the
Trustee upon the same conditions and in substantially the same manner, and with the same effect, as
the definitive Security or Securities in lieu of which it is issued.



     (b) If temporary Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of such temporary Securities at the office
or agency of the Company in a Place of Payment for such series, without charge to the holder. Upon
surrender for cancellation of any one or more temporary Securities of any series, the Company shall
execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
such series.



     (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this Section 3.04 or
Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount so exchanged and
endorsed.







     Section 3.05 Registrar and Paying Agent.



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     (a) The Company will maintain in each Place of Payment for any series of Securities:




     (i) an office or agency where Registered Securities may be presented for registration
or presented and surrendered for registration of transfer or of exchange, and where
Securities of any series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable (the “Registrar”), a security register for the
registration and the registration of transfer or of exchange of the Registered Securities
(the registers maintained in such office and in any other office or agency of the Company
in a Place of Payment being herein sometimes collectively referred to as the “Register”),
as in this Indenture provided, which Register shall at all reasonable times be open for
inspection by the Trustee. Such Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. The Company may have
one or more co-Registrars; the term “Registrar” includes any co-registrar; and




     (ii) an office or agency where Securities may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served (the “Paying Agent”).



     (b) Registrar




     (i) The Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. The Company may have one or more
co-Registrars; the term “Registrar” includes any co-registrar.




     (ii) The Company shall enter into an appropriate agency agreement with any Registrar
or co-Registrar not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of each such agent. If the Company fails to maintain a Registrar for any
series, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 12.01. The Company or any Affiliate thereof may act as
Registrar, co-Registrar or transfer agent.




     (iii) The Company hereby appoints the Trustee at its Corporate Trust Office as
Registrar in connection with the Securities and this Indenture, until such time as another
Person is appointed as such.



     (c) Paying Agent.




     (i) The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as Paying Agent to receive all presentations, surrenders, notices and demands.



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     (ii) The Company may also from time to time designate different or additional offices
or agencies where the Securities of any series may be presented or surrendered for any or
all such purposes (in or outside of such Place of Payment), and may from time to time
rescind any such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any such
additional designation or rescission of designation and of any change in the location of
any such different or additional office or agency. The Company shall enter into an
appropriate agency agreement with any Paying Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee in writing of the name and address of each such agent. The
Company or any Wholly Owned Subsidiary thereof may act as Paying Agent.







     Section 3.06 Transfer and Exchange.



     (a) Transfer.




     (i) Upon surrender for registration of transfer of any Registered Security of any
series at the Registrar the Company shall execute, and the Trustee or any Authenticating
Agent, upon receipt of a Company Order, shall authenticate and deliver, in the name of the
designated transferee, one or more new Registered Securities of the same series for like
aggregate principal amount of any authorized denomination or denominations. The transfer of
any Security shall not be valid as against the Company or the Trustee unless registered at
the Registrar by the registered holder, or by his, her or its attorney duly authorized in
writing.




     (ii) Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented thereby, 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 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.



     (b) Exchange.




     (i) At the option of the holder, Registered Securities of any series (other than a
Global Security, except as set forth below) may be exchanged for other Registered
Securities of the same series for like aggregate principal amount of any authorized
denomination or denominations, upon surrender of the Registered Securities to be exchanged
at the Registrar.




     (ii) Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver,
the Securities that the holder making the exchange is entitled to receive.



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     (c) Exchange of Global Securities for Individual Securities. Except as provided below, owners
of beneficial interests in Global Securities will not be entitled to receive individual Securities.




     (i) Individual Securities shall be issued to all owners of beneficial interests in a
Global Security in exchange for such interests if: (A) at any time the Depositary for the
Securities of a series notifies the Company 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 such series shall no longer be eligible under Section 3.03(h) and, in each
case, a successor Depositary is not appointed by the Company within 90 days of such notice,
or (B) the Company executes and delivers to the Trustee and the Registrar an Officer’s
Certificate stating that such Global Security shall be so exchangeable.



     In connection with the exchange of an entire Global Security for individual Securities
pursuant to this subsection (c), such Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such series, will
authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount of individual
Securities of authorized denominations.




     (ii) The owner of a beneficial interest in a Global Security will be entitled to
receive an individual Security in exchange for such interest if an Event of Default has
occurred and is continuing. Upon receipt by the Security Custodian and Registrar of
instructions from the holder of a Global Security directing the Security Custodian and
Registrar to (x) issue one or more individual Securities in the amounts specified to the
owner of a beneficial interest in such Global Security and (y) debit or cause to be debited
an equivalent amount of beneficial interest in such Global Security, subject to the rules
and regulations of the Depositary:




     (A) the Security Custodian and Registrar shall notify the Company and the
Trustee in writing of such instructions, identifying the owner and amount of such
beneficial interest in such Global Security;




     (B) the Company shall promptly execute and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of such
series, shall authenticate and deliver to such beneficial owner individual
Securities in an equivalent amount to such beneficial interest in such Global
Security; and




     (C) the Security Custodian and Registrar shall decrease such Global Security
by such amount in accordance with the foregoing. In the event that the individual
Securities are not issued to each such beneficial owner promptly after the
Registrar has received a request from the holder of a Global Security to issue such
individual Securities, the Company expressly acknowledges, with respect to the
right of any holder to pursue a remedy pursuant to Section 8.07 hereof, the right
of any beneficial holder of Securities to pursue such remedy with respect to



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the
portion of the Global Security that represents such beneficial holder’s Securities
as if such individual Securities had been issued.




     (iii) If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series of Securities may surrender a Global Security
for such series of Securities in exchange in whole or in part for individual Securities of
such series on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee, upon receipt of a Company Order, shall
authenticate and deliver, without service charge,




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




     (B) 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 individual Securities delivered to holders
thereof.




     (iv) In any exchange provided for in clauses (i) through (iii), the Company will
execute and the Trustee, upon receipt of a Company Order, will authenticate and deliver
individual Securities in registered form in authorized denominations.




     (v) Upon the exchange in full of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee. Individual Registered Securities issued
in exchange for a Global Security pursuant to this Section 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, shall
instruct the Trustee in writing. The
Trustee shall deliver such Registered Securities to the Persons in whose names such
Registered Securities are so registered.



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



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



     (f) No service charge will be made for any registration of transfer or exchange of Securities.
The Company may require payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than those expressly provided in this Indenture to be made at the Company’s
own expense or without expense or charge to the holders.




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     (g) The Company shall not be required to (i) register, transfer or exchange Securities of any
series during a period beginning at the opening of business 15 days before the day of the
transmission of a notice of redemption of Securities of such series selected for redemption under
Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.



     (h) Prior to the due presentation for registration of transfer or exchange of any Security,
the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat
the Person in whose name a Security is registered 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 all purposes whatsoever, and none of the Company, the Trustee, the Paying
Agent, the Registrar or any co-Registrar shall be affected by any notice to the contrary.



     (i) In case a successor Company (“Successor Company”) has executed an indenture supplemental
hereto with the Trustee pursuant to Article XV, any of the Securities authenticated or delivered
pursuant to such transaction may, from time to time, at the request of the Successor Company, be
exchanged for other Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered
for such exchange and of like principal amount; and the Trustee, upon receipt of a Company Order of
the Successor Company, shall authenticate and deliver Securities as specified in such order for the
purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new
name of a Successor Company pursuant to this Section 3.06 in exchange or substitution for or upon
registration of transfer of any Securities, such Successor Company, at the option of the holders
but without expense to them, shall provide for the exchange of all Securities at the time
Outstanding for Securities authenticated and delivered in such new name.



     (j) Each holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such holder’s Security in
violation of any provision of this Indenture and/or applicable United States federal or state
securities laws.



     (k) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.



     (l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary.







     Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.



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     (a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office
or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Security, and there is delivered to the Company and the Trustee security or
indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by a protected
purchaser, then the Company shall execute and the Trustee, upon receipt of a Company Request, shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Security, a new Security of the same series and of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding, that neither gain nor loss in interest
shall result from such exchange or substitution.



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



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



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



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







     Section 3.08 Payment of Interest; Interest Rights Preserved.



     (a) Interest on any Registered Security that is payable and is punctually paid or duly
provided for on any Interest Payment Date shall be paid to the Person in whose name such Registered
Security (or one or more Predecessor Securities) is registered at the close of business on the
Record Date for such interest notwithstanding the cancellation of such Registered Security upon any
transfer or exchange subsequent to the Record Date. Payment of interest on Registered Securities
shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section
3.01) or, at the option of the Company, by check mailed to the address of the Person entitled
thereto as such address shall appear in the Register or, if provided pursuant to Section 3.01 and
in accordance with arrangements satisfactory to the Trustee, at the option of the Registered Holder
by wire transfer to an account designated by the Registered Holder.



     (b) Any interest on any Security that is payable but is not punctually paid or duly provided
for on any Interest Payment Date (herein called “Defaulted Interest”) shall, if such Security is a
Registered Security, forthwith cease to be payable to the Registered Holder on the relevant Record
Date by virtue of his, her or its having been such a Registered Holder, and such



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Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:




     (i) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Registered Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of such
Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Registered Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 calendar days and not less than 10 calendar days prior to the
date of the proposed payment and not less than 10 calendar days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to the holders of such
Registered Securities at their addresses as they appear in the Register, not less than 10
calendar days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such Registered
Securities (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the
following clause (ii).




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



     (c) Subject to the provisions set forth herein relating to Record Dates, each Security
delivered pursuant to any provision of this Indenture in exchange or substitution for, or upon
registration of transfer of, any other Security shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.







     Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for
Securities of any series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly
canceled by it and, if surrendered to the Trustee, shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated



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and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in
accordance with its then customary procedures and deliver a certificate of such disposal to the
Company. The acquisition of any Securities by the Company shall not operate as a redemption or
satisfaction of the Indebtedness represented thereby unless and until such Securities are
surrendered to the Trustee for cancellation.







     Section 3.10 Computation of Interest. Except as otherwise specified pursuant to
Section 3.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.







     Section 3.11 Currency of Payments in Respect of Securities.



     (a) Except as otherwise specified pursuant to Section 3.01 for Registered Securities of any
series, payment of the principal of and premium, if any, and interest on Registered Securities of
such series will be made in U.S. Dollars.



     (b) For purposes of any provision of this Indenture where the holders of Outstanding
Securities may perform an action that requires that a specified percentage of the Outstanding
Securities of all series perform such action and for purposes of any decision or determination by
the Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on the
Securities of all series in respect of which moneys are to be disbursed ratably, the principal of
and premium, if any, and interest on the Outstanding Securities denominated in a Foreign Currency
will be the amount in U.S. Dollars based upon exchange rates, determined as specified pursuant to
Section 3.01 for Securities of such series, as of the date for determining whether the holders
entitled to perform such action have performed it or as of the date of such decision or
determination by the Trustee, as the case may be.



     (c) Any decision or determination to be made regarding exchange rates shall be made by an
agent appointed by the Company; provided, that such agent shall accept such appointment in writing
and the terms of such appointment shall, in the opinion of the Company at the time of such
appointment, require such agent to make such determination by a method consistent with the method
provided pursuant to Section 3.01 for the making of such decision or determination. All decisions
and determinations of such agent regarding exchange rates shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company, the Trustee and all holders of the Securities.







     Section 3.12 Judgments. The Company may provide pursuant to Section 3.01 for
Securities of any series that (a) the obligation, if any, of the Company to pay the principal of,
premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars
(the “Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and
agrees that, to the fullest extent possible under applicable law, judgments in respect of such
Securities shall be given in the Designated Currency; (b) the obligation of the Company to make
payments in the Designated Currency of the principal of and premium, if any, and interest on such
Securities shall, notwithstanding any payment in any other Currency (whether



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pursuant to a judgment
or otherwise), be discharged only to the extent of the amount in the Designated Currency that the
holder receiving such payment may, in accordance with normal banking procedures, purchase with the
sum paid in such other Currency (after any premium and cost of exchange) on the business day in the
country of issue of the Designated Currency or in the international banking community (in the case
of a composite currency) immediately following the day on which such holder receives such payment;
(c) if the amount in the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Company shall pay such additional amounts as may be necessary to
compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment
shall be due as a separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.







     Section 3.13 CUSIP Numbers. The Company in issuing any Securities may use CUSIP, ISIN
or other similar numbers, if then generally in use, and thereafter with respect to such series, the
Trustee may use such numbers in any notice of redemption or exchange with respect to such series
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar
numbers.







ARTICLE IV

REDEMPTION OF SECURITIES








     Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other
than pursuant to a sinking fund, amortization or analogous provision) permitted by the terms of any
series of Securities shall be made in accordance with such terms (except as otherwise specified
pursuant to Section 3.01 for Securities of any series) and in accordance with this Article;
provided, however, that if any such terms of a series of Securities shall conflict with any
provision of this Article, the terms of such series shall govern.







     Section 4.02 Selection of Securities to be Redeemed.



     (a) If the Company shall at any time elect to redeem all or any portion of the Securities of a
series then Outstanding, it shall at least 30 days prior to the Redemption
Date fixed by the Company (unless a shorter period shall be consented to by the Trustee)
notify the Trustee in writing of such Redemption Date and of the principal amount of Securities to
be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as the Trustee
shall deem appropriate and fair, the Securities (or portions thereof) of such series to be
redeemed. Unless otherwise provided in the Company Order or supplemental indenture provided for in
Section 3.01, no Security of a denomination of $1,000 shall be redeemed in part and Securities may
be redeemed in part only in integral multiples of $1,000. In any case where more than one
Registered Security of such series is registered in the same name, the Trustee in its discretion
may treat the aggregate principal amount so registered as if it were represented by one Registered
Security of such series. The Trustee shall, as soon as practicable, notify the Company in writing
of the Securities and portions of Securities so selected.



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     (b) For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Security redeemed or to
be redeemed only in part, to the portion of the principal amount of such Security that has been or
is to be redeemed. If the Company shall so direct, Securities registered in the name of the
Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected
for redemption.







     Section 4.03 Notice of Redemption.



     (a) Notice of redemption shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company, not less than 30 nor more than 60 days prior
to the Redemption Date, to the holders of Securities of any series to be redeemed in whole or in
part pursuant to this Article, in the manner provided in Section 17.05; provided that the Trustee
be provided with the draft notice at least 15 days prior to sending such notice of redemption. Any
notice so given shall be conclusively presumed to have been duly given, whether or not the holder
receives such notice. Failure to give such notice, or any defect in such notice to the holder of
any Security of a series designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the holder of any other Security of such
series.



     (b) All notices of redemption shall identify the Securities to be redeemed (including CUSIP,
ISIN or other similar numbers, if available) and shall state:




     (i) such election by the Company to redeem Securities of such series pursuant to
provisions contained in this Indenture or the terms of the Securities of such series or a
supplemental indenture establishing such series, if such be the case;




     (ii) the Redemption Date;




     (iii) the Redemption Price;




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




     (v) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed, and that interest thereon, if any, shall cease to accrue
on and after said date, subject to the satisfaction of any condition to such redemption;




     (vi) the Place or Places of Payment where such Securities are to be surrendered for
payment of the Redemption Price, and that the Securities designated in such notice for
redemption are required to be presented on or after such Redemption Date at the designated
Place of Payment;




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



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     (viii) if any Security of any series is to be redeemed in part, that on and after the
Redemption Date, upon surrender of such Security, such Security will be canceled and a new
Security or Securities of such series in aggregate principal amount equal to the unredeemed
portion thereof will be issued and delivered without charge to the holder or, in the case
of Securities providing appropriate space for such notation, at the option of the holders,
the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a
notation on such Security of the payment of the redeemed portion thereof.



     (c) A notice of redemption may be conditional in that the Company may, notwithstanding the
giving of the notice of redemption, condition the redemption of the Securities specified in the
notice of redemption upon the completion of other transactions, such as refinancings or
acquisitions (whether of the Company or by the Company).







     Section 4.04 Deposit of Redemption Price. On or prior to 11:00 a.m., New York City
time, on the Redemption Date for any Registered Securities, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 6.02) an amount of money in the Currency in which such
Securities are denominated (except as provided pursuant to Section 3.01) sufficient to pay the
Redemption Price of such Securities or any portions thereof that are to be redeemed on that date.







     Section 4.05 Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, any Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price and from and after such date (unless the Company shall Default in
the payment of the Redemption Price) such Securities shall cease to bear interest, in each case
subject to the satisfaction of any conditions to such redemption. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price; provided, however, that (unless otherwise provided pursuant to
Section 3.01) installments of interest that have a Stated Maturity on or prior to the
Redemption Date for such Securities shall be payable according to the terms of such Securities and
the provisions of Section 3.08.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the Security.







     Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in part
shall be surrendered at the Corporate Trust Office or such other office or agency of the Company as
is specified pursuant to Section 3.01 with, if the Company, the Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar and the Trustee duly executed by the holder thereof or his, her or its
attorney duly authorized in writing, and the Company shall execute, and the Trustee, upon receipt
of a Company Order, shall authenticate and deliver to the holder of such Security without service
charge, a new Security or Securities of the same series, of like tenor and form, of any authorized
denomination as requested by such holder in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Security so surrendered; except that if a Global
Security is so surrendered, the Company shall execute, and the Trustee, upon receipt of a Company
Order, shall authenticate and deliver to the Depositary for such Global




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Security, without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the
case of a Security providing appropriate space for such notation, at the option of the holder
thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a
notation on such Security of the payment of the redeemed portion thereof.








ARTICLE V

SINKING FUNDS








     Section 5.01 Applicability of Sinking Fund.



     (a) Redemption of Securities permitted or required pursuant to a sinking fund for the
retirement of Securities of a series by the terms of such series of Securities shall be made in
accordance with such terms of such series of Securities and this Article, except as otherwise
specified pursuant to Section 3.01 for Securities of such series, provided, however, that if any
such terms of a series of Securities shall conflict with any provision of this Article, the terms
of such series shall govern.



     (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess
of such minimum amount provided for by the terms of Securities of any series is herein referred to
as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in
Section 5.02.







     Section 5.02 Mandatory Sinking Fund Obligation. The Company may, at its option,
satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect to a
particular series of Securities by (1) delivering to the Trustee, Securities of such series in
transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the
election of the Company pursuant to Section 4.03 or (2) receiving credit for Securities of such
series (not previously so credited) acquired by the Company and theretofore delivered to the
Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount
equal to the Redemption Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. If
the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation, it shall
deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date a
written notice signed on behalf of the Company by its Chairman of the Board of Directors or any of
the Company’s Chief Executive Officer or Chief Financial Officer, which shall designate the
Securities (and portions thereof, if any) so delivered or credited and which shall be accompanied
by such Securities (to the extent not theretofore delivered) in transferable form. In case of the
failure of the Company, at or before the time so required, to give such notice and deliver such
Securities the Mandatory Sinking Fund Payment obligation shall be paid entirely in moneys.







     Section 5.03 Optional Redemption at Sinking Fund Redemption Price. In addition to the
sinking fund requirements of Section 5.02, to the extent, if any, provided for by the terms of a
particular series of Securities, the Company may, at its option, make an Optional Sinking Fund



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Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent
that the right of the Company to make such Optional Sinking Fund Payment shall not be exercised in
any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such
optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment
obligation as to Securities of the same series. If the Company intends to exercise its right to
make such optional payment in any year it shall deliver to the Trustee not less than 45 days prior
to the relevant sinking fund payment date a certificate signed by its Chairman of the Board of
Directors or any of the Company’s Chief Executive Officer or Chief Financial Officer stating that
the Company will exercise such optional right, and specifying the amount which the Company will pay
on or before the next succeeding sinking fund payment date. Such certificate shall also state that
no Event of Default has occurred and is continuing.







     Section 5.04 Application of Sinking Fund Payment.



     (a) If the sinking fund payment or payments made in funds pursuant to either Section 5.02 or
5.03 with respect to a particular series of Securities plus any unused balance of any preceding
sinking fund payments made in funds with respect to such series shall exceed $50,000 (or a lesser
sum if the Company shall so request, or such equivalent sum for Securities denominated other than
in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next
following the date of such payment, unless the date of such payment shall be a sinking fund payment
date, in which case such payment shall be applied on such sinking fund payment date, to the
redemption of Securities of such series at the Redemption Price specified pursuant to Section
4.03(b). The Trustee shall select, in the manner provided in Section 4.02, for redemption on such
sinking fund payment date, a sufficient principal amount of Securities of such series to absorb
said funds, as nearly as may be, and shall, at the expense and in the name of the Company,
thereupon cause notice of redemption of the Securities to be given in substantially the manner
provided in Section 4.03(a) for the redemption of Securities in part at the option of the Company,
except that the notice of redemption shall also state that the Securities are being redeemed for
the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of
Securities of such series shall be added to the next sinking fund payment received in funds by the
Trustee and, together with such payment, shall be applied in accordance with the provisions of this
Section 5.04. Any and all sinking fund moneys held by the Trustee on the last sinking fund payment
date with respect to Securities of such series, and not held for the payment or redemption of
particular Securities of such series, shall be applied by the Trustee to the payment of the
principal of the Securities of such series at maturity.



     (b) On or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum
equal to all interest accrued to but not including the date fixed for redemption on Securities to
be redeemed on such sinking fund payment date pursuant to this Section 5.04.



     (c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or mail
any notice of redemption of Securities of such series by operation of the sinking fund during the
continuance of a Default in payment of interest on any Securities of such series or of any Event of
Default (other than an Event of Default occurring as a consequence of this paragraph) of which the
Trustee has actual knowledge, except that if the notice of redemption of any Securities of such
series shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Securities if funds sufficient for that purpose



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shall be deposited with the
Trustee in accordance with the terms of this Article. Except as aforesaid, any moneys in the
sinking fund at the time 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
held as security for the payment of all the Securities of such series; provided, however, that in
case such Default or Event of Default shall have been cured or waived as provided herein, such
moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are
required to be applied pursuant to the provisions of this Section 5.04.







ARTICLE VI

PARTICULAR COVENANTS OF THE COMPANY




     The Company hereby covenants and agrees as follows:







     Section 6.01 Payments of Securities. The Company will duly and punctually pay the
principal of and premium, if any, on each series of Securities, and the interest which shall have
accrued thereon, at the dates and place and in the manner provided in the Securities and in this
Indenture.







     Section 6.02 To Hold Payment in Trust.



     (a) If the Company or an Affiliate thereof shall at any time act as Paying Agent with respect
to any series of Securities, then, on or before the date on which the principal of and premium, if
any, or interest on any of the Securities of that series by their terms or as a result of the
calling thereof for redemption shall become payable, the Company or such Affiliate will segregate
and hold in trust for the benefit of the holders of such Securities or the Trustee a sum sufficient
to pay such principal and premium, if any, or interest which shall have so become payable until
such sums shall be paid to such holders or otherwise disposed of as herein provided, and will
notify the Trustee in writing of its action or failure to act in that regard. Upon any proceeding
under any bankruptcy laws with respect to the Company or any Affiliate thereof, if the Company or
such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company or such
Affiliate as Paying Agent.



     (b) If the Company shall appoint, and at the time have, a Paying Agent for the payment of the
principal of and premium, if any, or interest on any series of Securities, then prior to 11:00
a.m., New York City time, on the date on which the principal and premium of, if any, or interest
on, any of the Securities of that series shall become payable as aforesaid, whether by their terms
or as a result of the calling thereof for
redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such
principal and premium, if any, or interest, such sum to be held in trust for the benefit of the
holders of such Securities or the Trustee, and (unless such Paying Agent is the Trustee), the
Company or any other obligor of such Securities will promptly notify the Trustee of its payment or
failure to make such payment.



     (c) If the Paying Agent shall be other than the Trustee, the Company will cause such Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 6.02, that such Paying Agent shall:



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     (i) hold all moneys held by it for the payment of the principal of and premium, if
any, or interest on the Securities of that series in trust for the benefit of the holders
of such Securities until such sums shall be paid to such holders or otherwise disposed of
as herein provided;




     (ii) give to the Trustee written notice of any Default by the Company or any other
obligor upon the Securities of that series in the making of any payment of the principal of
and premium, if any, or interest on the Securities of that series; and




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



     (d) Anything in this Section 6.02 to the contrary notwithstanding, the Company may at any
time, for the purpose of obtaining a release, satisfaction or discharge of this Indenture or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or
by any Paying Agent other than the Trustee as required by this Section 6.02, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent.



     (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest on any Security of any
series and remaining unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall be paid to the Company upon Company Request along with any
interest that has accumulated thereon as a result of such money being invested at the direction of
the Company, or (if then held by the Company) shall be discharged from such trust, and the holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment of such amounts without interest thereon, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent before being required to
make any such repayment, may at the expense of the Company cause to be transmitted in the manner
and to the extent provided by Section 17.06, notice that such money remains unclaimed and that,
after a date specified therein, which shall
not be less than 30 days from the date of such mailing, any unclaimed balance of such money
then remaining will be repaid to the Company.







     Section 6.03 Conditional Waiver by Holders of Securities. Anything in this Indenture
to the contrary notwithstanding, the Company may fail or omit in any particular instance to comply
with a covenant or condition set forth herein with respect to any series of Securities if the
Company shall have obtained and filed with the Trustee, prior to the time of such failure or
omission, evidence (as provided in Article IX) of the consent of the holders of a majority in
aggregate principal amount of the Securities of such series at the time Outstanding, either waiving
such compliance in such instance or generally waiving compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, or impair any right consequent thereon and, until such waiver shall have become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.



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     Section 6.04 Statement by Officers as to Default. The Company shall deliver to the
Trustee as soon as possible and in any event within 30 days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with the giving of notice or the lapse of
time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or Default and the action which the Company proposes to take with
respect thereto.







     Section 6.05 Compliance Certificate. Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, the Company shall furnish to the Trustee
annually, within 120 days after the end of each fiscal year (which, as of the date of this
Indenture, is December 31), a brief certificate from the principal executive officer, principal
financial officer, principal accounting officer or vice president and treasurer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which
compliance shall be determined without regard to any period of grace or requirement of notice
provided under this Indenture) and, in the event of any Default, specifying each such Default and
the nature and status thereof of which such person may have knowledge. Such certificates need not
comply with Section 17.01 of this Indenture. The Company shall promptly notify the Trustee in
writing of any change to the Company’s fiscal year.







     Section 6.06 Stay, Extension and Usury Laws. The Company covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.







     Section 6.07 Corporate Existence. Subject to Article VII below, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, powers (charter and statutory), franchises (registrations to do business) and the
corporate, partnership or other existence of each Significant Subsidiary in accordance with their
respective organizational documents (as the same may be amended from time to time); provided,
however, that the Company shall not be required to preserve any such power or franchise, or the
corporate, partnership or other existence of any Significant Subsidiary, if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries taken as a whole and that the loss thereof is not
disadvantageous in any material respect to the holders.







ARTICLE VII

MERGER, CONSOLIDATION AND SALE OF ASSETS




     Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities:



     (a) The Company shall not consolidate with or merge with or into any Person or convey,
transfer, sell, lease or otherwise dispose of all or substantially all of the Company’s



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properties
and assets to any successor Person other than to one or more or the Company’s wholly-owned
subsidiaries, unless:




     (i) the Company is the surviving Person or the resulting, surviving or transferee
Person, if other than the Company, expressly assumes, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the
Company’s obligations on any Securities and under this Indenture;




     (ii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing under this Indenture. A purchase by a
Subsidiary of all or substantially all of the assets of another entity shall not be deemed
to be a purchase of such assets by the Company; and




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



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







ARTICLE VIII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS








     Section 8.01 Events of Default. Except where otherwise indicated by the context or
where the term is otherwise defined for a specific purpose, the term “Event of Default” as used in
this Indenture with respect to Securities of any series shall mean one of the following described
events unless it is either inapplicable to a particular series or it is specifically deleted or
modified in the manner contemplated in Section 3.01:




     (a) default in the payment of any interest on any Security of such series, when the
interest becomes due and payable, and continuance of such default for a period of 30 days;




     (b) default in the payment of principal of or any premium on any Security of such
series, when the principal or premium becomes due and payable at their Maturity, upon
exercise of any repurchase right applicable to such series by call for redemption
(otherwise than pursuant to a sinking fund), upon repurchase at the option of the holder
thereof, upon acceleration or otherwise;



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     (c) the failure of the Company to pay a sinking fund installment, if any, when and as
the same shall become payable by the terms of a Security of such series, which failure
shall have continued unremedied for a period of 30 days;




     (d) the failure of the Company, subject to the provisions of Section 6.03, to comply
with any of its other agreements contained in the Securities of such series or this
Indenture (including any indenture supplemental hereto pursuant to which the Securities of
such series were issued as contemplated by Section 3.01) (other than an agreement which has
been expressly included in this Indenture solely for the benefit of a series of Securities
other than that series and other than an agreement or covenant in whose performance or
whose breach is elsewhere in this Section 8.01 specifically provided for) which failure
continues for 90 days (or 120 days in the case of a breach of the covenants contained in
Section 11.02 hereof) after written notice of such Default from the Trustee or holders
of at least 25% in principal amount of the Securities of such series then Outstanding has
been received by the Company;




     (e) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in respect of
the Company under
any applicable law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part
of its property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days;




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




     (g) the occurrence of any other Event of Default with respect to Securities of such
series as provided in a supplemental indenture or Company Order, if any, applicable to such
series of Securities;




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provided, however, that no event described in clause (d) or (other than with respect to a payment
default) (g) above shall constitute an Event of Default hereunder until a Responsible Officer
assigned to and working in the Trustee’s corporate trust department has actual knowledge thereof or
until a written notice of any such event is received by the Trustee at the Corporate Trust Office,
and such notice refers to the facts underlying such event, the Securities generally, the Company
and the Indenture.




     Notwithstanding the foregoing provisions of this Section 8.01, if the principal or any premium
or interest on any Security is payable in a Currency other than the Currency of the United States
and such Currency is not available to the Company for making payment thereof due to the imposition
of exchange controls or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to holders of the Securities by making such payment in the
Currency of the United States in an amount equal to the Currency of the United States equivalent of
the amount payable in such other Currency, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such Currency (“Exchange Rate”), as
such Exchange Rate is reported or otherwise made available by the Federal Reserve Bank of New York
on the date of such payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section 8.01,
any payment made under such circumstances in the Currency of the United States where the required
payment is in a Currency other than the Currency of the United States will not constitute an Event
of Default under this Indenture.







     Section 8.02 Acceleration; Rescission and Annulment.



     (a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, if an Event of Default described above in Section 8.01 with respect to Securities of
any series at the time Outstanding shall occur and be continuing, then, and in each and every such
case, either the Trustee or the holders of 25% or more in principal amount of the Securities of
such series then Outstanding may (and upon the written request of the holders of a majority in
principal amount of such Securities then Outstanding, the Trustee shall) declare the principal (or,
if the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of and all accrued but unpaid
interest on all the Securities of such series then Outstanding, if not then due and payable, to be
due and payable, and upon any such declaration the same shall become and be immediately due and
payable (subject to applicable law), anything in this Indenture or in the Securities of such series
contained to the contrary notwithstanding; provided that no Event of Default with respect to
Securities of a series, except with respect to an Event of Default under subsections (e) and (f) of
Section 8.01 and except to the extent otherwise provided in subsection (d) of Section 8.01, shall
constitute an Event of Default with respect to Securities of any other series. Upon payment of such
amounts in the Currency in which such Securities are denominated (subject to section 8.01 and
except as otherwise provided pursuant to Section 3.01), all obligations of the Company in respect
of the payment of principal of and interest on the Securities of such series shall terminate.



     (b) This provision, however, is subject to the condition that, if at any time after the
principal of all the Securities of such series, to which any one or more of the above-described



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Events of Default is applicable, shall have been so declared to be due and payable, and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Event of Default giving rise to such declaration of acceleration shall,
without further act, be deemed to have been waived, and such declaration and its consequences
shall, without further act, be deemed to have been rescinded and annulled, if,




     (i) the Company has paid or deposited with the Trustee or Paying Agent a sum in the
Currency in which such Securities are denominated (subject to section 8.01 and except as
otherwise provided pursuant to Section 3.01) sufficient to pay:




     (A) all amounts owing the Trustee and any predecessor trustee hereunder under
Section 12.01(a) (provided, however, that all sums payable under this clause (A)
shall be paid in U.S. Dollars);




     (B) all arrears of interest, if any, upon all the Securities of such series
(with interest, to the extent that interest thereon shall be legally enforceable,
on any overdue installment of interest at the rate borne by the Securities); and




     (C) the principal of and premium, if any, on any Securities of such series
that have become due otherwise than by such declaration of acceleration and
interest thereon; and




     (ii) every other Default and Event of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, shall have been waived as provided
in Section 8.06 or resolved so that the conditions that caused such Default or Event of
Default are no longer outstanding or have otherwise been remedied to the reasonable
satisfaction of the Trustee or of the holders of a majority in principal amount of the
Securities of such series then Outstanding, or provision deemed by such holders to be
adequate therefor shall have been made; provided, however, that no such waiver, rescission
or annulment shall extend to or affect any subsequent Default or Event of Default or impair
any right consequent thereon.



     (c) Any declaration by the Trustee pursuant to this Section 8.02 shall be by written notice to
the Company, and any declaration or waiver by the holders of Securities of any series pursuant to
this Section 8.02 shall be by written notice to the Company and the Trustee.



     (d) 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.



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     (e) The Company and the Trustee may, to the extent provided in Section 15.01, enter into one
or more indentures supplemental hereto with respect to any series of the Securities which may
provide for additional or different Events of Default with respect to such series of Securities.







     Section 8.03 Other Remedies. If the Company shall fail for a period of 30 days to pay
any installment of interest on the Securities of any series or shall fail to pay the principal of
and premium, if any, on any of the Securities of such series when and as the same shall become due
and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking
fund), by declaration as authorized by this Indenture, or otherwise, or shall fail for a period of
30 days to make any sinking fund payment as to a series of Securities, then, upon demand of the
Trustee, the Company will pay to the Paying Agent for the benefit of the holders of Securities of
such series then Outstanding the whole amount which then shall have become due and payable on all
the Securities of such series, with interest on the overdue principal and premium, if any, and (so
far as the same may be legally enforceable) on the overdue installments of interest at the rate
borne by the Securities of such series, and all amounts owing the Trustee and any predecessor
trustee hereunder under Section 12.01(a).



     In case the Company 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 proceeding at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the Securities of such
series, and collect the moneys adjudged or decreed to be payable out of the property of the Company
or any other obligor upon the Securities of such series, wherever situated, in the manner provided
by law. Every recovery of judgment in any such action or other proceeding, subject to the payment
to the Trustee of all amounts owing the Trustee and any predecessor trustee hereunder under Section
12.01(a), shall be for the ratable benefit of the holders of such series of Securities which shall
be the subject of such action or proceeding. All rights of action upon or under any of the
Securities or this Indenture may be enforced by the Trustee without the possession of any of the
Securities and without the production of any thereof at any trial or any proceeding relative
thereto.



     Notwithstanding any other provision of this Indenture, if an Event of Default occurs and is
continuing, and a Responsible Officer of the Trustee has actual knowledge of such Event of Default,
the Trustee may pursue any available remedy by proceeding at law or in equity to collect the
payment of amounts due with respect to the Securities or to enforce the performance of any
provision of the Securities or this Indenture.







     Section 8.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each
and every holder of the Securities, by receiving and holding the same, shall be conclusively deemed
to have appointed the Trustee, the true and lawful attorney-in-fact of such holder, with authority
to make or file (whether or not the Company shall be in Default in respect of the payment of the
principal of, or interest on, any of the Securities), in its own name and as trustee of an express
trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company or any other
obligor upon the Securities or to their respective creditors or property, any and all



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claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents and amendments of
any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any
predecessor trustee hereunder and of the holders of the Securities allowed in any such proceeding
and to collect and receive any moneys or other property payable or deliverable on any such claim,
and to execute and deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce in any such
proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of
such holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or
debtor in any such proceeding is hereby authorized, and each and every taker or holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to have authorized any
such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only to
or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor
trustee hereunder under Section 12.01(a); provided, however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any
holder of Securities, any plan of reorganization or readjustment affecting the Securities or the
rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the
claim of any holder of any Securities in any such proceeding.







     Section 8.05 Priorities. Any moneys or properties collected by the Trustee with
respect to a series of Securities under this Article VIII shall be applied in the order following,
at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in
the case of the distribution of such moneys or properties on account of the Securities of any
series, upon presentation of the Securities of such series, and stamping thereon the payment, if
only partially paid, and upon surrender thereof, if fully paid:




     First: To the payment of all amounts due to the Trustee (including reasonable
compensation, disbursements and expenses of its agents, counsel and other professional
advisers) and any predecessor trustee hereunder under Section 12.01(a).




     Second: In case the principal of the Outstanding Securities of such series shall not
have become due and be unpaid, to the payment of interest on the Securities of such series,
in the chronological 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 rate
borne by such Securities, such payments to be made ratably to the Persons entitled
thereto.




     Third: In case the principal of the Outstanding Securities of such series shall have
become due, by declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent that such
interest has been collected by the Trustee) upon overdue installments of interest at the
rate borne by the Securities of such series, and in case such moneys shall be insufficient
to pay in full the whole amounts so due and unpaid upon the Securities of such series, then
to the payment of such principal and premium, if any, and interest without preference or
priority of principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of interest,
or of any Security of



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such series over any other Security of such series, ratably to the
aggregate of such principal and premium, if any, and accrued and unpaid interest.


Any surplus then remaining shall be paid to the Company or as directed by a court of competent
jurisdiction.








     Section 8.06 Control by Securityholders; Waiver of Past Defaults. The holders of a
majority in principal amount of the Securities of any series at the time Outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee
hereunder or of exercising any trust or power hereby conferred upon the Trustee with respect to the
Securities of such series, provided, however, that, subject to the provisions of Sections 12.01 and
12.02, the Trustee shall have the right to decline to follow any such direction if the Trustee
being advised by counsel determines that the action so directed may not lawfully be taken or would
be unduly prejudicial to holders not joining in such direction or would involve the Trustee in
personal liability. Prior to any declaration accelerating the Maturity of the Securities of any
series, the holders of a majority in aggregate principal amount of such series of Securities at the
time Outstanding may on behalf of the holders of all of the Securities of such series waive any
past Default or Event of Default hereunder and its consequences except a Default in the payment of
the principal of, premium, if any, or interest on the Securities of such series or repayment of any
repurchase price, if applicable. Upon any such waiver the Company, 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 Event of
Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 8.06, said Default or Event of Default shall
for all purposes of the Securities of such series and this Indenture be deemed to have been cured
and to be not continuing.







     Section 8.07 Limitation on Suits. No holder of any Security of any series shall have
any right to institute any action, suit or proceeding at law or in equity for the execution of any
trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each
case with respect to an Event of Default with respect to such
series of Securities, unless (i) such holder previously shall have given to the Trustee
written notice of the continuance of one or more of the Events of Default specified herein with
respect to such series of Securities, (ii) the holders of 25% in principal amount of the Securities
of such series then Outstanding shall have requested the Trustee in writing to take action in
respect of the matter complained of, and (iii) satisfactory indemnity against the costs, expenses
and liabilities to be incurred therein or thereby shall have been offered to the Trustee, and the
Trustee, within 60 days after receipt of such notification, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding; and such notification,
request and offer of indemnity are hereby declared in every such case to be conditions precedent to
any such action, suit or proceeding by any holder of any Security of such series; it being
understood and intended that no one or more of the holders of Securities of such series shall have
any right in any manner whatsoever by his, her, its or their action to enforce any right hereunder,
except in the manner herein provided, and that every action, suit or proceeding at law or in equity
shall be instituted, had and maintained in the manner herein provided and for the equal benefit of
all holders of the Outstanding Securities of such series; provided, however, that nothing in this
Indenture or in the Securities of such series shall affect or impair the obligation of the Company,
which is absolute and unconditional, to pay



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the principal of, premium, if any, and interest on the
Securities of such series to the respective holders of such Securities at the respective due dates
in such Securities stated, or affect or impair the right, which is also absolute and unconditional,
of such holders to institute suit to enforce the payment thereof.







     Section 8.08 Undertaking for Costs. All parties to this Indenture and each holder of
any Security, by such holder’s acceptance thereof, shall be deemed to have agreed that any court
may in its discretion require, in any action, suit or proceeding for the enforcement of any right
or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such action, suit or
proceeding of an undertaking to pay the costs of such action, suit or proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such action, suit or proceeding, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; provided, however,
that the provisions of this Section 8.08 shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any one or more holders
of Securities holding in the aggregate more than 10% in principal amount of the Securities of any
series Outstanding, or to any action, suit or proceeding instituted by any holder of Securities of
any series for the enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective due dates expressed
in such Securities.



     This Section 8.08 shall be in lieu of Section 315(e) of the TIA and such Section 3.15(e) is
hereby expressly excluded from this Indenture, as permitted by the TIA.







     Section 8.09 Remedies Cumulative. No remedy herein conferred upon or reserved to the
Trustee or to the holders of Securities of any series is intended to be exclusive of any other
remedy or remedies, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission of the Trustee or of any holder of
Securities of any series to exercise any right or power accruing upon any Default or Event of
Default shall impair any such right or power or shall be construed to be a waiver of any such
Default or Event of Default or an acquiescence therein; and every power and remedy given by this
Article VIII to the Trustee and to the holders of Securities of any series, respectively, may be
exercised from time to time and as often as may be deemed expedient by the Trustee or by the
holders of Securities of such series, as the case may be. In case the Trustee or any holder of
Securities of any series shall have proceeded to enforce any right under this Indenture and the
proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee or to such holder
of Securities, then and in every such case the Company, the Trustee and the holders of the
Securities of such series shall severally and respectively be restored to their former positions
and rights hereunder, and thereafter all rights, remedies and powers of the Trustee and the holders
of the Securities of such series shall continue as though no such proceedings had been taken,
except as to any matters so waived or adjudicated.



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ARTICLE IX

CONCERNING THE SECURITYHOLDERS








     Section 9.01 Evidence of Action of Securityholders. Whenever in this Indenture it is
provided that the holders of a specified percentage or a majority in aggregate principal amount of
the Securities or of any series of Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such specified percentage or
majority have joined therein may be evidenced by (a) any instrument or any number of instruments of
similar tenor executed by Securityholders in person or by agent or proxy appointed in writing,
including through an electronic system for tabulating consents operated by the Depositary for such
series or otherwise (such action becoming effective, except as herein otherwise expressly provided,
when such instrument or instruments or evidence of electronic consents are delivered to the Trustee
and, where it is hereby expressly required, to the Company), or (b) by the record of the holders of
Securities voting in favor thereof at any meeting of Securityholders duly called and held in
accordance with the provisions of Article VIII, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Securityholders.







     Section 9.02 Proof of Execution or Holding of Securities. Proof of the execution of
any instrument by a Securityholder or his, her or its agent or proxy and proof of the holding by
any Person of any of the Securities shall be sufficient if made in the following manner:




     (a) The fact and date of the execution by any Person of any such instrument may be
proved (i) by the certificate of any notary public or other officer in any jurisdiction
who, by the laws thereof, has power to take acknowledgments or proof of deeds to be
recorded within such jurisdiction, that
the Person who signed such instrument did acknowledge before such notary public or
other officer the execution thereof, or (ii) by the affidavit of a witness of such
execution sworn to before any such notary or other officer. Where such execution is by a
Person acting in other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority;




     (b) The ownership of Registered Securities of any series shall be proved by the
Register of such Securities or by a certificate of the Registrar for such series;




     (c) The record of any holders’ meeting shall be proved in the manner provided in
Section 10.06;




     (d) The Trustee may require such additional proof of any matter referred to in this
Section 9.02 as it shall deem appropriate or necessary, so long as the request is a
reasonable one; and




     (e) If the Company shall solicit from the holders of Securities of any series any
action, the Company may, at its option, fix in advance a record date for the determination
of holders of Registered Securities entitled to take such action, but the Company shall
have no obligation to do so. Any such record date shall be fixed at the



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Company’s discretion. If such a record date is fixed, such action may be sought or given before or
after the record date, but only the holders of Registered Securities of record at the close
of business on such record date shall be deemed to be holders of Registered Securities for
the purpose of determining whether holders of the requisite proportion of Outstanding
Securities of such series have authorized or agreed or consented to such action, and for
that purpose the Outstanding Registered Securities of such series shall be computed as of
such record date.







     Section 9.03 Persons Deemed Owners.



     (a) The Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name any Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08)
interest, if any, on, such Registered Security and for all other purposes whatsoever, whether or
not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All payments made to any
holder, or upon his, her or its order, shall be valid, and, to the extent of the sum or sums paid,
effectual to satisfy and discharge the liability for moneys payable upon such Security.



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







     Section 9.04 Effect of Consents. At any time prior to (but not after) the evidencing
to the Trustee, as provided in Section 9.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Securities or of any series of Securities specified
in this Indenture in connection with such action, any holder of a Security which is shown by the
evidence to be included in the Securities the holders of which have consented to such action may,
by filing written notice with the Trustee at its principal office and upon proof of holding as
provided in Section 9.02, 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 of such Security, and of any Securities issued on transfer or in
lieu thereof or in exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Security or such other Securities or any Security issued in
exchange or substitution therefor.







ARTICLE X

SECURITYHOLDERS’ MEETINGS








     Section 10.01 Purposes of Meetings. A meeting of Securityholders of any or all series
may be called at any time and from time to time pursuant to the provisions of this Article X for
any of the following purposes:




     (a) to give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any Default or Event of Default



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hereunder and
its consequences, or to take any other action authorized to be taken by Securityholders
pursuant to any of the provisions of Article IX;




     (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article X;




     (c) to consent to the execution of an Indenture or of indentures supplemental hereto
pursuant to the provisions of Section 15.02; or




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







     Section 10.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting
of all Securityholders of all series that may be affected by the action proposed to be taken, to
take any action specified in Section 10.01, to be held at such time and at such place as the
Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth
the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed to holders of Securities of such series at their addresses as they shall
appear on the Register of the Company. Such notice shall be mailed not less than 20 nor more than
90 days prior to the date fixed for the meeting.







     Section 10.03 Call of Meetings by Company or Securityholders. In case at any time the
Company, or the holders of at least 10% in aggregate principal amount of the Securities of a series
(or of all series, as the case may be) then Outstanding that may be affected by the action proposed
to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series
(or of all series), by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20
days after receipt of such request, then the Company or such Securityholders may determine the time
and the place for such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.







     Section 10.04 Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders, a Person shall (a) be a holder of one or more Securities affected by the action
proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as
proxy by a holder of one or more such Securities. The only Persons who shall be entitled to be
present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.







     Section 10.05 Regulation of Meetings.



     (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to
proof of the holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,



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certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem fit.



     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Securityholders as provided
in Section 10.03, in which case the Company or the Securityholders calling the meeting, as the case
may be, shall in like manner appoint a temporary chair. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.



     (c) At any meeting of Securityholders of a series, each Securityholder of such series of such
Securityholder’s proxy shall be entitled to one vote for each $1,000 principal amount of Securities
of such series Outstanding held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities of such series held by him or her or instruments
in writing as aforesaid duly designating him or her as the Person to vote on behalf of other
Securityholders. At any meeting of the Securityholders duly called pursuant to the provisions of
Section 10.02 or 10.03 the presence of Persons holding or representing Securities in an aggregate
principal amount sufficient to take action upon the business for the transaction of which such
meeting was called shall be necessary to constitute a
quorum, and any such meeting may be adjourned from time to time by a majority of those
present, whether or not constituting a quorum, and the meeting may be held as so adjourned without
further notice.







     Section 10.06 Voting. The vote upon any resolution submitted to any meeting of
Securityholders of a series shall be by written ballots on which shall be subscribed the signatures
of the holders of Securities of such series or of their representatives by proxy and the principal
amounts of the Securities of such series held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 10.02. The record shall show the principal amounts of the Securities voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.







     Section 10.07 No Delay of Rights by Meeting. Nothing contained in this Article X shall
be deemed or construed to authorize or permit, by reason of any call of a meeting of
Securityholders of any series or any rights expressly or impliedly conferred hereunder to make such
call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to
the Trustee or to the Securityholders of such series under any of the provisions of this Indenture
or of the Securities of such series.




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ARTICLE XI

REPORTS BY THE COMPANY AND THE TRUSTEE

AND SECURITYHOLDERS’ LISTS








     Section 11.01 Reports by Trustee.



     (a) So long as any Securities are outstanding, the Trustee shall transmit to holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary of the
date of this Indenture deliver to holders a brief report which complies with the provisions of such
Section 313(a).



     (b) The Trustee shall, at the time of the transmission to the holders of Securities of any
report pursuant to the provisions of this Section 11.01, file a copy of such report with each stock
exchange upon which the Securities are listed, if any, and also with the SEC in respect of a
Security listed and registered on a national securities exchange, if any. The Company agrees to
notify the Trustee when, as and if the Securities become listed on any stock exchange.



     The Company will reimburse the Trustee for all expenses incurred in the preparation and
transmission of any report pursuant to the provisions of this Section 11.01 and of Section 11.02.







     Section 11.02 Reports by the Company.




     (a) The Company shall file with the Trustee and the SEC, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required
pursuant to Section 314(a) of the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided that, unless available on EDGAR, any such
information, documents or reports required to be filed with the SEC pursuant to Section 13
or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same
is filed with the SEC; and provided further, that the filing of the reports specified in
Section 13 or 15(d) of the Exchange Act by an entity that is the direct or indirect parent
of the Company will satisfy the requirements of this Section 11.02 so long as such entity
is an obligor or guarantor on the Securities; and provided further that the reports of such
entity will not be required to include condensed consolidating financial information for
the Company in a footnote to the financial statements of such entity.




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







     Section 11.03 Securityholders’ Lists. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee:



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     (a) semi-annually, within 15 days after each Record Date, but in any event not less
frequently than semi-annually, a list in such form as the Trustee may reasonably require of
the names and addresses of the holders of Securities to which such Record Date applies, as
of such Record Date, and




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


provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be
required to be furnished.








ARTICLE XII

CONCERNING THE TRUSTEE








     Section 12.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the
trusts created by this Indenture upon the terms and conditions hereof, including the following, to
all of which the parties hereto and the holders from time to time of the Securities agree:




     (a) The Trustee shall be entitled to such compensation as the Company and the Trustee
shall from time to time agree in writing for all services rendered by it hereunder
(including in any agent capacity in which it acts). The compensation of the Trustee shall
not be limited by any provision of law in regard to the compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon its request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee (including the reasonable compensation, disbursements and expenses of its agents,
counsel and other professional advisers), except any such expense, disbursement or advance
as may be attributable to its negligence, bad faith or willful misconduct as determined by
a court of competent jurisdiction in a final and non-appealable decision.




     The Company also agrees to indemnify each of the Trustee, each of its officers,
directors, employees and agents, and any predecessor Trustee hereunder for, and to hold
each harmless against, any and all loss, liability, damage, claim, or expense incurred
without its own negligence, bad faith or willful misconduct as determined by a court of
competent jurisdiction in a final and non-appealable decision, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder and the
performance of its duties (including in any agent capacity in which it acts), as well as
the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder, except those
attributable to its negligence, bad faith or willful misconduct as determined by a court of
competent
jurisdiction in a final and non-appealable decision. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have one separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent shall not
be unreasonably withheld.



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     As security for the performance of the obligations of the Company under this Section
12.01(a), the Trustee shall have a lien therefor on any moneys or properties held by the
Trustee hereunder to the extent of such obligations, which lien shall be second in priority
with respect to any moneys held in trust by the Trustee to pay principal of and interest on
any particular Securities. Notwithstanding any provisions of this Indenture to the
contrary, the obligations of the Company to compensate and indemnify the Trustee under this
Section 12.01(a) shall survive the resignation or removal of the Trustee and any
satisfaction and discharge under Article XIII. When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (e) or (f) of Section 8.01 occurs,
the expenses and compensation for the services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or similar laws.




     (b) The Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed with due care
by it hereunder.




     (c) The Trustee shall not be responsible in any manner whatsoever for the correctness
of the recitals herein or in the Securities (except its certificates of authentication
thereon) contained, all of which are made solely by the Company; and the Trustee shall not
be responsible or accountable in any manner whatsoever for or with respect to the validity
or execution, sufficiency or priority of this Indenture or of the Securities (except its
certificates of authentication thereon), and the Trustee makes no representation with
respect thereto, except that the Trustee represents that it is duly authorized to execute
and deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the Company of
any Securities, or the proceeds of any Securities, authenticated and delivered by the
Trustee in conformity with the provisions of this Indenture. No representation, warranty
or undertaking, express or implied, is made and no responsibility or liability is accepted
by the Trustee as to the accuracy or completeness of the information included or
incorporated by reference in the offering memorandum or any other information supplied in
connection with the Securities.




     (d) The Trustee may consult with counsel of its selection, and, to the extent
permitted by Section 12.02, any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or suffered by
the Trustee hereunder in good faith and in accordance with such Opinion of Counsel.




     (e) The Trustee, to the extent permitted by Section 12.02, may rely upon the
certificate of the General Counsel, Secretary or an Assistant Secretary of the Company as
to the adoption of any resolution by the Board of Directors or stockholders of the Company,
and any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by, and whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking, offering or
omitting any action hereunder, the Trustee may request and rely upon, an



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Officer’s Certificate of the Company (unless other evidence in respect thereof be herein specifically
prescribed).




     (f) Subject to Section 12.04, the Trustee or any agent of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the
Company with the same rights it would have had if it were not the Trustee or such agent.




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




     (h) Any action taken by the Trustee pursuant to any provision hereof at the request or
with the consent of any Person who at the time is the holder of any Security shall be
conclusive and binding in respect of such Security upon all future holders thereof or of
any Security or Securities which may be issued for or in lieu thereof in whole or in part,
whether or not such Security shall have noted thereon the fact that such request or consent
had been made or given.




     (i) Subject to the provisions of Section 12.02, the Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties.




     (j) Subject to the provisions of Section 12.02, the Trustee shall not be under any
obligation to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the holders of the Securities, pursuant to any
provision of this Indenture, unless one or more of the holders of the Securities shall have
offered to the Trustee security or indemnity satisfactory to it against the costs, expenses
and liabilities which may be incurred by it therein or thereby.




     (k) Subject to the provisions of Section 12.02, 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 its discretion or within the rights or powers conferred upon it by this Indenture.




     (l) The Trustee shall have no duty to inquire as to the performance of the Company
with respect to the covenants contained in Article VI hereof. Subject to the provisions of
Section 12.02, the Trustee shall not be deemed to have knowledge or notice of any Default
or Event of Default (other than a payment default) unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless the holders of not less than 25% of the
Outstanding Securities notify the Trustee in writing thereof.




     (m) Subject to the provisions of the first paragraph of Section 12.02, 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,



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direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.




     (n) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee and its directors, officers, employees, agents, successors and
assigns in each of its capacities hereunder.




     (o) 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.




     (p) If the Trustee is acting as Paying Agent or Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article XII will also be afforded to
such Paying Agent and Registrar.



           The permissive right of the Trustee to do things enumerated herein shall not be construed as
duty on the part of the Trustee.







     Section 12.02 Duties of Trustee.



     (a) If one or more of the Events of Default specified in Section 8.01 with respect to the
Securities of any series shall have happened, then, during the continuance thereof, the Trustee
shall, with respect to such Securities, exercise such of the rights and
powers vested in it by this Indenture, and shall use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



     (b) None of the provisions of this Indenture shall be construed as relieving the Trustee from
liability for its own negligent action, its own negligent action, negligent failure to act, or its
own willful misconduct, except that, anything in this Indenture contained to the contrary
notwithstanding,




     (i) unless and until an Event of Default specified in Section 8.01 with respect to the
Securities of any series shall have happened which at the time is continuing,




     (A) the Trustee undertakes to perform such duties and only such duties with
respect to the Securities of that series as are specifically set out in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee, whose duties and obligations shall be determined
solely by the express provisions of this Indenture; and



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     (B) the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates and opinions furnished to it pursuant to
the express provisions of this Indenture; but in the case of any such certificates
or opinions which, by the provisions of this Indenture, 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
(but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein);




     (ii) the Trustee shall not be liable to any holder of Securities or to any other
Person for any error of judgment made in good faith by a Responsible Officer or Officers of
the Trustee, unless it shall be proved in a court of competent jurisdiction in a final and
non-appealable decision that the Trustee was negligent in ascertaining the pertinent facts;
and




     (iii) the Trustee shall not be liable to any holder of Securities or to any other
Person with respect to any action taken or omitted to be taken by it in good faith, in
accordance with the direction of Securityholders given as provided in Section 8.06,
relating to the time, method and place of conducting any proceeding for any remedy
available to it or exercising any trust or power conferred upon it by this Indenture.



     (c) None of the provisions of this Indenture shall be construed as requiring the Trustee to
expend or risk its own funds or otherwise to incur any financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or
powers, unless the Trustee shall have received adequate security or indemnity in its opinion
against potential costs and liabilities incurred by it relating thereto.



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 12.02.







     Section 12.03 Notice of Defaults. Within 90 days after the occurrence thereof, and if
known to the Trustee, the Trustee shall give to the holders of the Securities of a series notice of
each Default or Event of Default with respect to the Securities of such series known to the
Trustee, by transmitting such notice to holders at their addresses as the same shall then appear on
the Register of the Company, unless such Default shall have been cured or waived before the giving
of such notice (the term “Default” being hereby defined to be the events specified in Section 8.01,
which are, or after notice or lapse of time or both would become, Events of Default as defined in
said Section). Except in the case of a Default or Event of Default in payment of the principal of,
premium, if any, or interest on any of the Securities of such series when and as the same shall
become payable, or to make any sinking fund payment as to Securities of the same series, the
Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interests of the holders of the Securities of such series.







     Section 12.04 Eligibility; Disqualification.



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     (a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
shall have a combined capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition, and shall have a Corporate Trust Office. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section 12.04, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.



     (b) The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If
the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the
Trust Indenture Act, the Trustee shall either eliminate such interest within 90 days or resign, to
the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date
of this Indenture to change the circumstances under which a Trustee shall be deemed to have a
conflicting interest with respect to the Securities of any series or to change any of the
definitions in connection therewith, this Section 12.04 shall be automatically amended to
incorporate such changes.







     Section 12.05 Registration and Notice; Removal. The Trustee, or any successor to it
hereafter appointed, may at any time resign and be discharged of the trusts hereby created with
respect to any one or more or all series of Securities by giving to the Company notice in writing
and by mailing notice thereof to the holders of Securities of such series at their addresses as the
same shall then appear in the Register of the Company. Such resignation shall take effect upon the
appointment of a successor Trustee and the acceptance of such appointment by such successor
Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time
by the filing with such Trustee and the delivery to the Company of an instrument or instruments in
writing signed by the holders of a majority in principal amount of the Securities of such series
then Outstanding, specifying such removal and the date when it shall become effective.



     If at any time:



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



     (2) the Trustee shall cease to be eligible under Section 12.04 and shall fail to resign after
written request therefor by the Company or by any holder who has been a bona fide holder of a
Security for at least six months, or



     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,



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then, in any such case, (i) the Company by written notice to the Trustee may remove the Trustee and
appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Securityholder who has been a bona fide holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.




     Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable
compensation for the services rendered hereunder by such Trustee and to the payment of all
reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s
rights to indemnification provided in Section 12.01(a) shall survive its resignation or removal.







     Section 12.06 Successor Trustee by Appointment.



     (a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee
shall be removed as provided in Section 12.04(b), in which event the vacancy shall be filled as
provided in said subdivision), or shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, a successor Trustee with respect to the Securities
of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any series) may be appointed by the holders of a
majority in principal amount of the Securities of that or those series then Outstanding, by an
instrument or instruments in writing signed in duplicate by such holders and filed, one original
thereof with the Company and the other with the successor Trustee; but, until a successor Trustee
shall have been so appointed by the holders of Securities of that or those series as herein
authorized, the Company, or, in case all or substantially all the assets of the Company shall be in
the possession of one or more custodians or receivers lawfully appointed, or of trustees in
bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the
provisions of the bankruptcy laws, as now or hereafter constituted), or of assignees for the
benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an
instrument in writing, shall appoint a successor Trustee with respect to the Securities of such
series. Subject to the provisions of Sections 12.04 and 12.05, upon the appointment as aforesaid of
a successor Trustee with respect to the Securities of any series, the Trustee with respect to the
Securities of such series shall cease to be Trustee hereunder. After any such appointment other
than by the holders of Securities of that or those series, the Person making such appointment shall
forthwith cause notice thereof to be mailed to the holders of Securities of such series at their
addresses as the same shall then appear on the Register of the Company but any successor Trustee
with respect to the Securities of such series so appointed shall, immediately and without further
act, be superseded by a successor Trustee appointed by the holders of Securities of such series in
the manner above prescribed, if such appointment be made prior to the expiration of one year from
the date of the mailing of such notice by the Company, or by such receivers, trustees or assignees.



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     (b) If any Trustee with respect to the Securities of one or more series shall resign because
of conflicting interest as provided in Section 12.04(b) and a successor Trustee shall not have been
appointed by the Company or by the holders of the Securities of such series or, if any successor
Trustee so appointed shall not have accepted its appointment within 30 days after such appointment
shall have been made, the resigning Trustee at the expense of the Company may apply to any court of
competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor
Trustee shall not be appointed pursuant to the foregoing provisions of this Section 12.06 within
three months after such appointment might have been made hereunder, the holder of any Security of
the applicable series or any retiring Trustee at the expense of the Company may apply to any court
of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such
case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.



     (c) Any successor Trustee appointed hereunder with respect to the Securities of one or more
series shall execute, acknowledge and deliver to its predecessor Trustee and to the Company, or to
the receivers, trustees, assignees or court appointing it, as the case may be, an instrument
accepting such appointment hereunder, and thereupon such
successor Trustee, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations with respect to such
series of such predecessor Trustee with like effect as if originally named as Trustee hereunder,
and such predecessor Trustee, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive,
all moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on
the written request of the Company or of the successor Trustee or of the holders of at least 10% in
principal amount of the Securities of such series then Outstanding, such predecessor Trustee, upon
payment of its said charges and disbursements, shall execute and deliver an instrument transferring
to such successor Trustee upon the trusts herein expressed all the rights, powers and trusts of
such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys
and properties held by such predecessor Trustee; and, upon request of any such successor Trustee
and the Company shall make, execute, acknowledge and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Trustee all such authority,
rights, powers, trusts, immunities, duties and obligations.







     Section 12.07 Successor Trustee by Merger. Any Person into which the Trustee or any
successor to it in the trusts created by this Indenture shall be merged or converted, or any Person
with which it or any successor to it shall be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee or any such successor to it shall be a
party, or any Person to which the Trustee or any successor to it shall sell or otherwise transfer
all or substantially all of the corporate trust business of the Trustee, shall be the successor
Trustee under this Indenture without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided that such Person shall be otherwise qualified and
eligible under this Article and Section 310(a) of the Trust Indenture Act, without the execution or
filing of any paper or any further act on the part of the parties hereto. In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one
or more series of Securities, any of such Securities shall have been authenticated but not
delivered by the Trustee then in office, any successor to such Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Securities so authenticated; and in
case at that time



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any of the Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Securities or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or consolidation.







     Section 12.08 Right to Rely on Officer’s Certificate or Opinion of Counsel. Subject to
Section 12.02, and subject to the provisions of Section 17.01 with respect to the certificates
required thereby, whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer’s Certificate or Opinion of Counsel or both with
respect thereto delivered to the Trustee, and such Officer’s Certificate or Opinion of Counsel, in
the absence of negligence, bad faith or willful misconduct on the part of the Trustee as determined
by a court of competent jurisdiction in a final and non-appealable decision, 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 12.09 Appointment of Authenticating Agent. The Trustee may appoint an agent
(the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities,
and the Trustee shall give written notice of such appointment to all holders of Securities of the
series with respect to which such Authenticating Agent will serve. Unless limited by the terms of
such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by the Authenticating Agent. Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder.



     Each Authenticating Agent shall at all times be a corporation organized and doing business and
in good standing under the laws of the United States of America, any state thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by federal or
state authority. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for the purposes of
this Article XII, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Article XII, it shall resign immediately in the manner and with the effect specified in this
Article XII.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to



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be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Article XII,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in
accordance with the provisions of this Section 12.09, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give written notice of such
appointment to all holders of Securities of the series with respect to which such Authenticating
Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this Section 12.09.



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 12.09, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 12.01.







     Section 12.10 Communications by Securityholders with Other Securityholders. Holders of
Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other holders
with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act
with respect to such communications.







     Section 12.11 Preferential Collection of Claims Against the Company. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).







ARTICLE XIII

SATISFACTION AND DISCHARGE; DEFEASANCE








     Section 13.01 Applicability of Article. If, pursuant to Section 3.01, provision is made
for the defeasance of Securities of a series and if the Securities of such series are denominated
and payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then the provisions
of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for
Securities of such series. Defeasance provisions, if any, for Securities denominated in a Foreign
Currency may be specified pursuant to Section 3.01.







     Section 13.02 Satisfaction and Discharge of Indenture. This Indenture, with respect to
the Securities of any series (if all series issued under this Indenture are not to be affected),
shall, upon Company Request, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Securities herein expressly provided for and rights to
receive payments of principal of and premium, if any, and interest on such Securities) and the



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Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when,



     (a) either:




     (i) all Securities of such series theretofore authenticated and delivered (other than
(A) Securities that have been destroyed, lost or stolen and that have been replaced or paid
as provided in Section 3.07 and (B) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 6.02) have been delivered to the Trustee for cancellation; or




     (ii) all Securities of such series not theretofore delivered to the Trustee for
cancellation,




     (A) have become due and payable, or




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




     (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice by the Trustee in the name,
and at the expense, of the Company, and the Company, in the case of (A), (B) or (C)
above, has deposited or caused to be deposited with the Trustee or Paying Agent as
trust funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section 3.01)
sufficient to pay and discharge the entire Indebtedness on such Securities for
principal and premium, if any, and interest to the date of such deposit (in the
case of Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; provided, however, in the event a petition for
relief under bankruptcy laws, as now or hereafter constituted, or any other
applicable bankruptcy, insolvency or other similar law, is filed with respect to
the Company within 91 days after the deposit and the Trustee is required to return
the moneys then on deposit with the Trustee to the Company, the obligations of the
Company under this Indenture with respect to such Securities shall not be deemed
terminated or discharged;



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



     (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 12.01 are, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (a)(i) of this Section, the obligations of the Trustee under Section
13.07 and the last paragraph of Section 6.02(e) shall survive.




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     Section 13.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the
Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below)
from its obligations with respect to Securities of any series on the first day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in Article VII with respect to
Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive
covenant added for the benefit of such series pursuant to Section 3.01) at any time after the
applicable conditions set forth below have been satisfied:




     (i) The Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the holders of the Securities of such series (A) money in an amount, or
(B) U.S. Government Obligations (as defined below) that through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in an amount or (C) a combination of (A)
and (B), sufficient to pay and discharge each installment of principal (including any
mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding
Securities of such series on the dates such installments of interest or principal and
premium are due;




     (ii) No Event of Default or event (including such deposit) that, with notice or lapse
of time, or both, would become an Event of Default with respect to the Securities of such
series shall have occurred and be continuing on the date of such deposit (other than a
Default resulting from the borrowing of funds and the grant of any related liens to be
applied to such deposit); and




     (iii) The Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that holders of the Securities of such series will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of the Company’s exercise of its
option under this Section and will be subject to federal income tax on the same amounts and
in the same manner and at the same times as would have been the case if such action had not
been exercised and, in the case of the Securities of such series being Discharged, the
Opinion of Counsel must also state that the basis for the foregoing tax treatment is that
(1) the Company has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling to that effect or (2) since the date of this Indenture, there has
been a change in the applicable U.S. federal income tax law.



     “Discharged” means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Securities of such series (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of holders of Securities of such series to receive, from the trust
fund described in clause (i) above, payment of the principal of and premium, if any, interest on
such Securities when such
payments are due, and (B) the Company’s obligations with respect to Securities of such series
under Sections 3.04, 3.05, 3.06, 3.07, 13.06 and 13.07 and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.



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







     Section 13.04 Repayment to Company. The Trustee and any Paying Agent shall promptly
pay to the Company (or to its designee) upon Company Request any excess moneys or U.S. Government
Obligations held by them at any time, including any such moneys or obligations held by the Trustee
under any escrow trust agreement entered into pursuant to Section 13.06. The provisions of the last
paragraph of Section 6.02 shall apply to any money held by the Trustee or any Paying Agent under
this Article that remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to Section 13.03.







     Section 13.05 Indemnity for U.S. Government Obligations. The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
deposited U.S. Government Obligations or the principal or interest received on such U.S. Government
Obligations.







     Section 13.06 Deposits to Be Held in Escrow. Any deposits with the Trustee referred to
in Section 13.03 above shall be irrevocable (except to the extent provided in Sections 13.04 and
13.07) and shall be made under the terms of an escrow trust agreement. If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any
optional redemption provisions or in accordance with any mandatory or optional sinking fund
requirement, the applicable escrow trust agreement shall provide therefor and the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Company. The agreement shall provide that, upon
satisfaction of any Mandatory Sinking Fund Payment requirements, whether by deposit of moneys,
application of proceeds of deposited U.S. Government Obligations or, if permitted, by delivery of
Securities, the Trustee shall pay or deliver over to the Company as excess moneys pursuant to
Section 13.04 all funds or obligations then held under the agreement and allocable to the sinking
fund payment requirements so satisfied.



     If Securities of a series with respect to which such deposits are made may be subject to later
redemption at the option of the Company or pursuant to optional sinking fund payments, the
applicable escrow trust agreement may, at the option of the Company, provide therefor. In the case
of an optional redemption in whole or in part, such agreement shall require the Company to deposit
with the Trustee on or before the date notice of redemption is given funds sufficient to



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pay the
Redemption Price of the Securities to be redeemed together with all unpaid interest thereon to the
Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Company
as excess funds pursuant to Section 13.04 all funds or obligations then held under such agreement
and allocable to the Securities to be redeemed. In the case of exercise of Optional Sinking Fund
Payment rights by the Company, such agreement shall, at the option of the Company, provide that
upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee shall
pay or deliver over to the Company as excess funds pursuant to Section 13.04 all funds or
obligations then held under such agreement for such series and allocable to the Securities to be
redeemed.







     Section 13.07 Application of Trust Money.



     (a) Neither the Trustee nor any other Paying Agent shall be required to pay interest on any
moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree with
the Company to pay thereon. Any moneys so deposited for the payment of the principal of, or
premium, if any, or interest on the Securities of any series and remaining unclaimed for two years
after the date of the maturity of the Securities of such series or the date fixed for the
redemption of all the Securities of such series at the time outstanding, as the case may be, shall
be repaid by the Trustee or such other paying agent to the Company upon its written request and
thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders
of Securities of such series in respect of which such moneys shall have been deposited shall be
enforceable only against the Company, and all liability of the Trustee or such other paying agent
with respect to such moneys shall thereafter cease.



     (b) Subject to the provisions of the foregoing paragraph, any moneys which at any time shall
be deposited by the Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be
and are hereby assigned, transferred and set over to the Trustee or such other paying agent in
trust for the respective holders of the Securities for the purpose for which such moneys shall have
been deposited; but such moneys need not be segregated from other funds except to the extent
required by law.







     Section 13.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing
provisions of this Article, if the Securities of any series are payable in a Currency other than
U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the
Trustee under the foregoing provisions of this Article shall be as set forth in the Officer’s
Certificate or established in the supplemental indenture under which the Securities of such series
are issued.







ARTICLE XIV

IMMUNITY OF CERTAIN PERSONS








     Section 14.01 No Personal Liability. No recourse shall be had for the payment of the
principal of, or the premium, if any, or interest on, any Security or for any claim based thereon
or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation,
covenant or agreement of this Indenture, against any director, officer, employee, incorporator,
stockholder or partner as such, past, present or future, of the Company or of any successor



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corporation, either directly or through the Company or any successor
corporation, whether by virtue
of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this Indenture and the
Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any director, officer, employee, incorporator, stockholder or partner as
such, past, present or future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, because of the incurring of the Indebtedness
hereby authorized or under or by reason of any of the obligations, covenants, promises or
agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or
therefrom, and that all liability, if any, of that character against every such director, officer,
employee, incorporator, stockholder and partner is, by the acceptance of the Securities and as a
condition of, and as part of the consideration for, the execution of this Indenture and the issue
of the Securities expressly waived and released.







ARTICLE XV

SUPPLEMENTAL INDENTURES








     Section 15.01 Without Consent of Securityholders. Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, the Company and the Trustee
may amend or supplement this Indenture or the Securities of any series without prior notice to, or
the consent of, the holders, for any one or more of or all the following purposes:




     (a) to add to the covenants and agreements to be observed, and to add Events of
Default, in each case for the protection or benefit of the holders of Securities of all or
any series (and if such amendment or supplement is to be for the benefit of fewer than all
series of Securities, stating that such amendment or supplement, as the case may be, is
being made for the benefit of such series as shall be identified therein), or to surrender
any right or power conferred herein upon the Company; or




     (b) to delete or modify any Events of Default with respect to all or any series of the
Securities, the form and terms of which are being established pursuant to such supplemental
indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to
fewer than all such series of the Securities, specifying the series to which such Event of
Default is applicable), and to specify
the rights and remedies of the Trustee and the holders of such Securities in
connection therewith; or




     (c) to add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any, on Registered
Securities; provided that any such action shall not adversely affect the interests of the
holders of Securities of any series in any material respect;




     (d) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by such successor of the covenants and obligations of the
Company contained in the Securities of one or more series and in this Indenture or any
supplemental indenture; or



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




     (f) to secure any series of Securities; or




     (g) to evidence any changes to this Indenture for the removal of Trustee pursuant to
Section 12.05, appointment of Trustee pursuant to Section 12.06 or replacement of Trustee
resulting from merger, conversion or consolidation pursuant to Section 12.07; or




     (h) to cure any ambiguity or to correct or supplement any provision contained in this
Indenture or in any indenture supplemental hereto which may be defective or inconsistent
with any other provision contained in this Indenture or in any indenture supplemental
hereto, or to make any other provisions with respect to matters or questions arising under
this Indenture or in any indenture supplemental hereto which shall not materially and
adversely affect the interests of any holder of Securities of any affected series; provided
that no such provisions shall be deemed to adversely effect the holders of any affected
series of Securities if such change is made to conform the terms of such Securities to the
terms described in the offering document used in the initial distribution thereof;




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




     (j) to add guarantors or co-obligors with respect to any series of Securities;




     (k) to provide for uncertificated securities in addition to certificated securities;




     (l) to prohibit the authentication and delivery of additional Securities of any
series; or




     (m) to establish the form and terms of Securities of any series as permitted in
Section 3.01, or to authorize the issuance of additional Securities of a series previously
authorized or to add to the conditions, limitations or restrictions on the authorized
amount, terms or purposes of issue, authentication or delivery of the Securities of any
series, as herein set forth, or other conditions, limitations or restrictions thereafter to
be observed; or




     (n) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any of the Securities
hereunder, provided that any such action shall not adversely affect the interests of any
holder of Securities of any affected series in any material respect as evidenced by an
Opinion of Counsel; or



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     (o) to make any change to this Indenture of a formal, minor or technical nature or
necessary to correct a manifest error or to comply with mandatory provisions of applicable
law as evidenced by an Opinion of Counsel, provided that any such change shall not
adversely affect the interests of any holder of Securities of any affected series in any
material respect; or




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



     Subject to the provisions of Section 15.03, the Trustee is authorized to join with the Company
in the execution of any such supplemental indenture, to make the further agreements and
stipulations which may be therein contained and to accept the conveyance, transfer, assignment,
mortgage or pledge of any property or assets thereunder.



     Any supplemental indenture authorized by the provisions of this Section 15.01 may be executed
by the Company and the Trustee without the consent of the holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 15.02.







     Section 15.02 With Consent of Securityholders; Limitations.



     (a) With the consent (evidenced as provided in Article IX) of the holders of a majority in
aggregate principal amount of the Outstanding Securities of each affected series, the Company and
the Trustee may, from time to time and at any time, amend or supplement this Indenture for the
purpose of adding any provisions to or changing in any manner or eliminating any provisions of this
Indenture or of modifying in any manner the rights of the holders of the Securities of such series
to be affected; provided, however, that no such amendment or supplement shall, without the consent
of the holder of each
Outstanding Security affected thereby (and without the consent of the Trustee as to (iii)
below),




     (i) extend the Stated Maturity of the principal of, or any installment of interest on,
any Security, or reduce the principal amount thereof or the interest thereon or any premium
payable upon redemption thereof, or change the Currency in which the principal of and
premium, if any, or interest on such Security is denominated or payable, or reduce the
amount of the principal and premium, if any, that would be due and payable upon a
declaration of acceleration of the Maturity thereof, or impair the right to institute suit
for the enforcement of any payment on any Security or adversely affect any right to convert
or exchange any Security; or




     (ii) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose holders is required for any amendment or supplement, or the
consent of whose holders is required for any waiver of compliance with certain provisions
of this Indenture or certain Defaults hereunder and their consequences provided for in this
Indenture; or




     (iii) modify the rights, duties or immunities of the Trustee;



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     (iv) modify the provisions with respect to the repurchase rights of the holders, as
applicable, in Securities of such series in a manner adverse to holders thereof; or




     (v) alter the manner of calculation or rate of accrual of interest, repurchase price
or the conversion rate, as applicable, on any Security of such series or extend the time
for payment of any such amount; or




     (vi) modify any of the provisions of this Section, Section 6.03 or Section 8.06,
except to increase any the respective percentages referred to therein or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent
of the holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any holder with respect to changes in
the references to “the Trustee” and any concomitant changes or the deletion of this
proviso, in accordance with the requirements of Sections 12.06 and 15.01(e).



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



     (c) It shall not be necessary for the consent of the Securityholders under this Section 15.02
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.



     (d) The Company may set a record date for purposes of determining the identity of the holders
of each series of Securities entitled to give a written consent or waive compliance by the Company
as authorized or permitted by this Section. Such record date shall not be more than 30 days prior
to the first solicitation of such consent or waiver or the date of the most recent list of holders
furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture
Act.



     (e) Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 15.02, the Company shall mail a notice, setting forth in
general terms the substance of such supplemental indenture, to the holders of Securities at their
addresses as the same shall then appear in the Register of the Company. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.







     Section 15.03 Trustee Protected. Upon the request of the Company, accompanied by the
Officer’s Certificate and Opinion of Counsel, stating that said supplemental indenture complies
with and that the execution thereof is authorized or permitted by, the provisions of this
Indenture, and constitutes the legal, valid and binding obligation of the Company, subject to
customary exceptions, required by Section 17.01 and by:



     (a) a supplemental indenture duly executed on behalf of the Company; and



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     (b) if said supplemental indenture shall be executed pursuant to Section 15.02, evidence (as
provided in Article IX) of the consent thereto of the Securityholders required to consent thereto
as in Section 15.02 provided,



the Trustee shall join with the Company in the execution of said supplemental indenture unless said
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 said supplemental indenture.







     Section 15.04 Effect of Execution of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article XV, this Indenture shall be
deemed to be modified and amended in accordance therewith and, except as herein otherwise expressly
provided, the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the holders of all of the Securities or of the
Securities of any series affected, as the case may be, 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 15.05 Notation on or Exchange of Securities. 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 the form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee
shall so determine, new Securities so modified as to conform, in the opinion of the Trustee
and the Board of Directors of the Company, to any modification of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for the Securities then Outstanding in equal aggregate
principal amounts, and such exchange shall be made without cost to the holders of the Securities.







     Section 15.06 Conformity with TIA. Every supplemental indenture executed pursuant to
the provisions of this Article shall conform to the requirements of the Trust Indenture Act as then
in effect.







ARTICLE XVI

SUBORDINATION OF SECURITIES








     Section 16.01 Agreement to Subordinate. In the event a series of Securities is
designated as subordinated pursuant to Section 3.01(s), and except as otherwise provided in a
Company Order or in one or more indentures supplemental hereto, the Company, for itself, its
successors and assigns, covenants and agrees, and each holder of Securities of such series by his,
her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal of
(and premium, if any) and interest, if any, on each and all of the Securities of such series is
hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Indebtedness. In the event a series of
Securities is not designated as subordinated pursuant to Section 3.01(s), this Article XVI shall
have no effect upon the Securities.



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     Section 16.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities. Subject to Section 16.01, upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization
under applicable bankruptcy law):




     (a) the holders of all Senior Indebtedness shall be entitled to receive payment in
full of the principal thereof (and premium, if any) and interest due thereon before the
holders of the Securities are entitled to receive any payment upon the principal (or
premium, if any) or interest, if any, on Indebtedness evidenced by the Securities; and




     (b) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article XVI shall be paid by
the liquidation trustee or agent or other person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the principal of
(and premium, if any) and interest on the Senior Indebtedness held or represented by each,
to the extent necessary to make payment in full of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness; and




     (c) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or the holders of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over, upon written
notice to a Responsible Officer of the Trustee, to the holder of such Senior Indebtedness
or his, her or its representative or representatives or to the trustee or trustees under
any indenture under which any instrument evidencing any of such Senior Indebtedness may
have been issued, ratably as aforesaid, as calculated by the Company, for application to
payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness.



     Subject to the payment in full of all Senior Indebtedness, the holders of the Securities shall
be subrogated to the rights of the holders of Senior Indebtedness (to the extent that distributions
otherwise payable to such holder have been applied to the payment of Senior Indebtedness) to
receive payments or distributions of cash, property or securities of the Company applicable to
Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the
Securities shall be paid in full and no such payments or distributions to the holders of the
Securities of cash, property or securities otherwise distributable to the holders of Senior



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Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article XVI are and are
intended solely for the purpose of defining the relative rights of the holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained
in this Article XVI or elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and
the holders of the Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the holders of the Securities the principal of (and premium, if any) and interest, if
any, on the Securities as and when the same shall become due and payable in accordance with their
terms, or to affect the relative rights of the holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything herein or in the
Securities prevent the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any, under
this Article XVI of the holders of Senior Indebtedness in respect of cash, property or securities
of the
Company received upon the exercise of any such remedy. Upon any payment or distribution of
assets of the Company referred to in this Article XVI, the Trustee, subject to the provisions of
Section 16.05, shall be entitled to rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereof and all other facts pertinent thereto or to this Article XVI.



     With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or
observe only such of its covenants and objectives as are specifically set forth in this Indenture,
and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of holders of Securities or the Company,
or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled
by virtue of this Article XVI.







     Section 16.03 No Payment on Securities in Event of Default on Senior Indebtedness.
Subject to Section 16.01, no payment by the Company on account of principal (or premium, if any),
sinking funds or interest, if any, on the Securities shall be made at anytime if: (i) a default on
Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its
maturity and (ii) the default is the subject of judicial proceedings or the Company has received
notice of such default. The Company may resume payments on the Securities when full payment of
amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness
has been made or duly provided for in money or money’s worth.



     In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee
when such payment is prohibited by the preceding paragraph of this Section 16.03, such payment
shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of
such Senior Indebtedness or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any of such Senior Indebtedness may have been



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issued, as their
respective interests may appear, as calculated by the Company, but only to the extent that the
holders of such Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on
such Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid
to the holders of such Senior Indebtedness.







     Section 16.04 Payments on Securities Permitted. Subject to Section 16.01, nothing
contained in this Indenture or in any of the Securities shall (a) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as provided in Sections
16.02 and 16.03, payments of principal of (or premium, if any) or interest, if any, on the
Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it
hereunder to the payment of or on account of the
principal of (or premium, if any) or interest, if any, on the Securities, unless a Responsible
Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact
prohibiting the making of such payment from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof satisfactory to the
Trustee of such holding of Senior Indebtedness or of the authority of such trustee more than two
Business Days prior to the date fixed for such payment.







     Section 16.05 Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 16.01, each holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his, her or its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XVI and appoints the
Trustee his attorney-in-fact for any and all such purposes.







     Section 16.06 Notices to Trustee. Subject to Section 16.01, notwithstanding the
provisions of this Article XVI or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or
assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the
Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the
Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or
from the holder of any Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of
such trustee and, prior to the receipt of any such written notice, the Trustee shall be entitled in
all respects conclusively to presume that no such facts exist; provided, however, that if at least
two Business Days prior to the date upon which by the terms hereof any such moneys or assets may
become payable for any purpose (including, without limitation, the payment of either the principal
(or premium, if any) or interest, if any, on any Security) a Responsible Officer of the Trustee
shall not have received with respect to such moneys or assets the notice provided for in this
Section 16.06, then, anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys or assets and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. The Trustee shall be entitled to rely
on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given
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behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XVI, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XVI and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment.







     Section 16.07 Trustee as Holder of Senior Indebtedness. Subject to Section 16.01, the
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article
XVI in respect of any Senior Indebtedness at any time held by it to the same extent as any other
holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder. Nothing in this Article XVI shall apply to claims of,
or payments to, the Trustee under or pursuant to Sections 8.05 or 12.01.







     Section 16.08 Modifications of Terms of Senior Indebtedness. Subject to Section 16.01,
any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the
holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing
Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made
or done all without notice to or assent from the holders of the Securities or the Trustee. No
compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver,
consent or other action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is
in accordance with the provisions of any applicable document, shall in any way alter or affect any
of the provisions of this Article XVI or of the Securities relating to the subordination thereof.







     Section 16.09 Reliance on Judicial Order or Certificate of Liquidating Agent. Subject
to Section 16.01, upon any payment or distribution of assets of the Company referred to in this
Article XVI, the Trustee and the holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver,
assignee for the benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution to holders of Senior Indebtedness
and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article XVI.







     Section 16.10 Satisfaction and Discharge; Defeasance and Covenant Defeasance. Subject
to Section 16.01, amounts and U.S. Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Article XIII and not, at the time of such deposit, prohibited to
be deposited under Sections 16.02 or 16.03 shall not be subject to this Article XVI.




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ARTICLE
XVII

MISCELLANEOUS PROVISIONS









     Section 17.01 Certificates and Opinions as to Conditions Precedent.



     (a) Upon any request or application by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee (i) an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and (ii) 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 document is specifically
required by any provision of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.



     (b) 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 (other than
the certificates provided pursuant to TIA Section 314(a)(4)) must comply with TIA Section 314(a)
and shall include (i) a statement that the Person making giving such certificate or opinion has
read such covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or she has
made such examination or investigation as is necessary to enable such Person to express an informed
view or opinion as to whether or not such covenant or condition has been complied with; and (iv) a
statement as to whether or not, in the view or opinion of such Person, such condition or covenant
has been complied with.



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



     (d) Any certificate, statement or opinion of an officer of the Company or of counsel to the
Company 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, unless such officer or counsel, as
the case may be, knows, or in the exercise of reasonable care should know, 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 are erroneous. Any certificate or opinion of any
firm of independent registered public accountants filed with the Trustee shall contain a statement
that such firm is independent.



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



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







     Section 17.02 Trust Indenture Act Controls. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture by any of the
provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.







     Section 17.03 What Constitutes Action by Board of Directors. Whenever action is
required by this Indenture by the Board of Directors of the Company and there is at the time
constituted a committee of the Board of Directors duly authorized to take such action, or a
committee of officers or other representatives of the Company so authorized by the Board of
Directors, such action by such a committee shall be deemed to be the action of the Board of
Directors and shall be sufficient for all purposes of this Indenture where action by the Board of
Directors is specified.







     Section 17.04 Notices to the Company and Trustee. Any notice or demand authorized by
this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee
shall be sufficiently made, given, furnished or filed for all purposes if it shall be mailed,
delivered or telefaxed to:




     (a) the Company, at Suntech Power Holdings Co., Ltd., R&D Mansion, 9 Xinhua Road, New
District, Wuxi, Jiangsu Province 214028, People’s Republic of China or by facsimile at
+86-510-8534-4448; Attention: Dr. Zhengrong Shi or Ms. Amy Yi Zhang, with a copy to Suntech
America, Inc., 188 The Embarcadero, 8th Floor, San Francisco, CA 94105 or by facsimile at
+1-415-882-9923; attention: Mr. Kim Liou, or at such other address or facsimile number as
may have been furnished in writing to the Trustee by the Company, and with an additional
copy to Simpson Thacher & Bartlett LLP, 35/F, ICBC Tower, 3 Garden Road, Central Hong Kong,
People’s Republic of China, Attention: Leiming Chen, facsimile no: +852-2869-7694,




     (b) the Trustee, at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Capital Markets / Suntech Power
Holdings Co., Ltd., facsimile no. +1 (302) 636-4145, telephone no. +1 (302) 636-6000, or at
such other address or facsimile number as may have been furnished in writing to the Company
by the Trustee.


Any such notice, demand or other document shall be in the English language.




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     Section 17.05 Notices to Securityholders; Waiver. Any notice or report required or
permitted to be given to Securityholders shall be sufficiently given (unless otherwise herein
expressly provided),



     (a) if to Registered Holders, if given in writing by first class mail, postage prepaid, to
such holders at their addresses as the same shall appear on the Register of the Company.



     (b) In the event of suspension of regular mail service or by reason of any other cause it
shall be impracticable to give notice by mail, then such notification as shall be given with the
approval of the Trustee shall constitute sufficient notice for every purpose hereunder.



     (c) 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 on such waiver. In any case where notice to holders is given by mail; neither the failure
to mail such notice nor any defect in any notice so mailed to any particular holder shall affect
the sufficiency of such notice with respect to other holders, and any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given. In any case where
notice to holders is given by publication, any defect in any notice so published as to any
particular holder shall not affect the sufficiency of such notice with respect to other holders,
and any notice that is published in the manner herein provided shall be conclusively presumed to
have been duly given.



     (d) Each such notice or report shall also be delivered pursuant to this Section 17.05 to any
Person described in TIA Section 313(c) to the extent required by the TIA.







     Section 17.06 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in
any case where any Interest Payment Date, Redemption Date or Maturity of any Security of any series
shall not be a Business Day at any Place of Payment for the Securities of that series, then payment
of principal and premium, if any, or interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.







     Section 17.07 Effects of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.







     Section 17.08 Successors and Assigns. All covenants and agreements in this Indenture by
the parties hereto shall bind their respective successors and assigns and inure to the benefit of
their permitted successors and assigns, whether so expressed or not.







     Section 17.09 Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



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     Section 17.10 Benefits of Indenture. Nothing in this Indenture expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or to give to, any Person or corporation other than the parties hereto and their successors
and the holders of the Securities any benefit or any right, remedy or claim under or by reason of
this Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be
for the sole and exclusive benefit of the parties hereto and their successors and of the holders of
the Securities.







     Section 17.11 Counterparts Originals. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.







     Section 17.12 Governing Law. This Indenture and the Securities shall be deemed to be
contracts made under the law of the State of New York, and for all purposes shall be governed by
and construed in accordance with the law of said State.







     Section 17.13 Force Majeure. In no event shall the Trustee be responsible or liable for
any failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.







     Section 17.14 Waiver of Jury Trial. 



     EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.



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



	 	 	 	 	 
	 	SUNTECH POWER HOLDINGS CO., LTD.

as Issuer

 	 
	 	By:  	/s/ Zhengrong Shi
 	 
	 	Name:  	Dr. Zhengrong Shi	 
	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	WILMINGTON TRUST COMPANY

 	 
	 	By:  	                     /s/ Michael H. Wass
 	 
	 	Name:  	Michael H. Wass	 
	 	Title:  	Financial Services Officer 	 
	 




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